


How Bad Could It Be

by suburbantimewaster



Category: The Lorax (2012)
Genre: F/M, My First Work in This Fandom, Romance, joined fandom way too late, no beta-reader
Language: English
Status: In-Progress
Published: 2014-06-25
Updated: 2014-10-25
Packaged: 2018-02-06 05:49:23
Rating: Teen And Up Audiences
Warnings: Major Character Death
Chapters: 9
Words: 26,753
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/1846690
Author URL: https://archiveofourown.org/users/suburbantimewaster/pseuds/suburbantimewaster
Summary: <blockquote class="userstuff">
              <p>Katrina Johnson is an aspiring writer who works at a diner to make ends meet. When her childhood sweetheart, The Once-ler, comes to town and sells his Thneed, things actually start to look better. He supports her with his dream while she works on hers. How bad could it be? If only Kat knew what she was getting into. Thanks to Mircosedy for helping me with the summary.</p>
            </blockquote>





	1. Prologue

**Author's Note:**

> If you've read my profile, you know that I want to write original stories but Mary-Sue fantasies keep taking over my brain. This is the most dominate one and I want to purge it as soon as possible. The only characters I own are the ones that haven't been in the Lorax movie. I know I'm a little late to the game but, when the Nostalgia Critic reviewed The Lorax movie, I was so enchanted with the Once-ler that I ended up watching the actual movie.

**Summary for the Chapter:**

> Meet Theresa, a Disney Princess gone horribly wrong, and her shaky relationship with her grandfather, the Once-ler.

**Notes for the Chapter:**

> If you've read my profile, you know that I want to write original stories but Mary-Sue fantasies keep taking over my brain. This is the most dominate one and I want to purge it as soon as possible. The only characters I own are the ones that haven't been in the Lorax movie. I know I'm a little late to the game but, when the Nostalgia Critic reviewed The Lorax movie, I was so enchanted with the Once-ler that I ended up watching the actual movie. Just so you know, the Pipsqueak in Theresa's time is not the same Pipsqueak from the movie, it's his grandson. I also think baby Bar-ba-loots are called puppies like baby skunks are called kittens.

Ten years passed since Thneedville planted the very last Truffula seed. Ted Wiggins was getting his Phd in business and Audrey was in graduate school, studying to be an environmental lawyer. Once-ler still lived in his Lerkim as the self-appointed caretaker of Truffula forest and occasionally visited Thneedville. Their hatred towards him was diminishing but the people felt that he still had to make up for his past deeds. The animals moved back in and the Lorax continued to act as the voice of the trees and guardian of the forest.

Theresa Williams laid stomach side on the grass, drawing the Truffula trees and the little bar-ba-loot playing with his friends in her sketchpad while taking in the scent of butterfly milk. Theresa brushed her golden blonde hair out of her ocean blue eyes as the bar-ba-loot came to her.

"Hey, Pipsqueak," she said, using the sweet voice she reserved for animals and showing him her sketch. "You like it?"

Pipsqueak made a noise of approval.

"You wanna see the rest, little guy?" she asked smiling.

Theresa put her drawing utensils in her backpack and her sketchbook on the ground, flipping the pages and explaining each drawing to Pipsqueak. Then she turned her head to make sure no one was nearby and removed a pack of cigarettes from her pocket.

"Don't tell Grandpa, or the Lorax," she whispered to him and then lit the cigarette in her mouth, inhaling smoke into her lungs.

Then she got to her fanart, something that needed far more explaining for Pipsqueak than her forest drawings.

"And last but not least, the guardian of nature herself, Mothra and her two fairy companions," Theresa said to Pipsqeauk.

"I thought I was the guardian of nature," a scratchy annoying voice said.

Recognizing that voice as the Lorax, Theresa quickly got to her feet, put her cigarette out and stomped on it as hard as she could.

"Mothra's the guardian in the fictional Godzilla universe and you're the guardian in real life," Theresa hastily explained, returning to her normal voice.

"Yeah, I've heard of Mothra, and I already saw you smoking so don't bother hiding it," The Lorax said, crossing his arms and leaning on a tree trunk.

Theresa dragged her foot with the cigarette under it back and nervously laughed.

"I have no idea what you're talking about," Theresa said.

Pipsqueak tickled Theresa's leg causing her to laugh and lift it up, revealing the cigarette she was trying to hide. Then the puppy grabbed the cigarette and gave it to the Lorax.

"How did that get there?" Theresa said with feigned innocence while glaring at the puppy.

"River, you're better than this," The Lorax said while throwing the cigarette into the river.

"Look, just don't tell Grandpa, okay?" Theresa pleaded. "He already thinks I'm enough of a screw up as it is."

"Beanpole doesn't think you're a screw up," The Lorax reassured her. "He thinks, just like I do, that you've got a lot of promise and you're not living up to it, and your parents are no help with that."

The Lorax was right about that. Theresa's parents weren't cruel but they did believe that rules and discipline were destructive to a child's growth. Therefore, they usually left Theresa to do what she wanted while they went off doing their own thing. Once-ler, on the other hand, actually took an interest in her life. She could tell her parents that she was eloping with the leader of a biker gang and carrying his baby and their only response would be, "okay, Sweetie." If she told the same to Once-ler, he would have a heart attack.

"Please, don't tell him," Theresa continued pleading. "Grandpa's got enough to worry about, he doesn't need me making things worse."

"All right, I won't tell Beanpole," The Lorax reassured. "That reminds me, Beanpole sent me to get you."

"What does he want?" Theresa asked.

"He wants to get breakfast started and needs your help."

Theresa made her way to Once-ler's Lerkim, thankful that he turned off the traps during the day, especially when she or Ted stayed there. On the outside, the place looked like a three story dump with the house on the very top. On the inside, it was little more than a long line of stairs connected to the top floor, which was just a tiny room with a kitchen sink, a refrigerator, a bed and a dining room table. The walls were decorated with pictures of Theresa, her parents (Rose and Darren, the latter of which Theresa got her straight golden blonde hair and oval shaped face from), her grandmother (who died before Theresa was born and, like Rose and Theresa, had almond shaped ocean blue eyes. Like Rose, she also had a heart-shaped face), Helen Wiggins and her son, Ted, and the Once-ler when he was young (where Rose got her black hair and freckles from, while Theresa only inherited the freckles). The Once-ler also had a few books written by her grandmother, Katrina Johnson. When Theresa started staying there, Once-ler installed a guest bedroom on the second floor with a painting easel, a TV and a bed. It wasn't exactly a five-star hotel but it was better than being at her house when her parents went insane, which was often. Ted used it when he stayed over which, thankfully, was never at the same time as Theresa. Audrey would sometimes visit but she never stayed longer than a couple of hours.

Theresa went to the top floor to see Once-ler turning on the stove and putting pancake batter in the frying pan with his sleeves rolled up. She took a handful of marshmallows from the glass table and stuffed them in her mouth when Once-ler wasn't looking, enjoying the soft texture and sweet sugary taste of one of her two favorite foods in the entire world.

"Theresa, good timing," Once-ler told her, not looking up from the sizzling pancakes. "I need to inspect the security systems and I was hoping that you'd look after the pancakes while I was gone."

Theresa swallowed the marshmallows and laughed.

"Grandpa, you already inspected it yesterday morning," she said. "I don't think your equipment's going to break that fast."

"Forgive me if I don't want psychopaths sneaking in here at night," he said sarcastically, rolling down his sleeves, removing his coat from a nearby chair and putting it on. "Remember to -,"

"Flip the pancakes when they boil, I know," she said, crossing her arms and rolling her eyes.

"Actually, I was going to tell you to take your jacket off so you don't accidentally burn yourself," Once-ler said firmly while putting his gloves on and leaving the Lerkim.

"Oh, right," Theresa responded while taking her red denim jacket off (it used to be leather but that pissed off the Lorax) and putting it around a chair, leaving her in a black short sleeved shirt and black skinny jeans that accentuated her soft curvy pear shaped figure and black tennis shoes to finish the look off.

The fermented smell of buttermilk combined with the sweet smell of chocolate, Theresa's other favorite food, filled every inch of the Lerkim. Theresa kept her eye on the pancake batter and confirmed that Once-ler put chocolate chips in it. Either he was really happy to have her visit, or he had something he really needed to talk to her about. Theresa flipped the boiling pancake, hoping it wasn't the latter. That's when the door creaked open.

"I'll take over from here," Once-ler said, taking his gloves and coat off.  
Theresa moved away from the stove as Once-ler rolled up his sleeves and continued cooking the pancakes.

"An art fair's coming to Thneedville," Once-ler told her.

"Yeah, I heard about that," Theresa said, checking her fingernails for imperfections.

"The Lorax tells me that you've been drawing the forest in your spare time," Once-ler continued while putting the pancake on one of the nearby plates. "And that fair's taking submissions, so I thought you could set up a booth."

Theresa got her purse out of her backpack and took her filer from it.

"Thanks for the suggestion, Grandpa, but I'm not sure if I really have the time," Theresa said while filing her nails.

"After your third suspension, you have all the time in the world," Once-ler said, flipping the pancake.

Theresa looked up from her nails.

"Did Rose and Darren tell you about that?" Theresa asked.

"Yes," Once-ler said, putting another pancake on a plate. "They said you were caught skipping class to smoke in the alleyway. They also told me that you were caught shoplifting at the drug store."

So that's why the Lorax was so quick to agree to not telling Once-ler about the smoking.

"Surprise Rose and Darren know that much about me," Theresa said, turning her attention back to her nails.

"They know more about what goes on in your life than you think," Once-ler said and added in a harsh whisper. "They just won't do anything about it."

"Look, I don't know what all Rose and Darren told you, but I only took one cheap bottle of perfume. How bad could I be?" Theresa said, putting her filer back and pulling up a chair to sit in.

"That's how it starts," Once-ler said, setting both plates with five pancakes on the table. "You tell yourself that you're only skipping a few classes and you're only stealing things no one cares about, it can't be that bad. Then you move up to expulsion and armed robbery and, before you know it, you find yourself sentenced to life in a jail cell."

"Grandpa, I don't plan on committing armed robbery any time soon," Theresa said, rolling her eyes.

"Then what are your plans?" Once-ler asked, taking a bite of his pancakes.

Theresa said nothing.

"I asked you what your plans are," Once-ler repeated firmly.

"I don't have any plans, so I didn't say anything," Theresa explained, taking a bite of the pancakes and getting lost in the sweet taste of buttermilk and melted chocolate. "What does it matter? I'm only 15."

"Because, right now, I only see three options available for you in the future," Once-ler said while moving his left arm in dramatic gestures. "Career criminal, street walker and professional artist. Only the last one will keep you from spending your life in a prison cell."

"Not if I become an art counterfeiting kingpin," Theresa said nonchalantly.

"Is that supposed to be funny?" Once-ler said, his voice getting harsher.

"I just think you're making a big deal out of nothing," Theresa said, giving an exasperated sigh. "Also, there's no guarantee that the first two would send me to a jail cell. Maybe I'll be a hit man for the mob, or a high-class call girl that's getting a doctor's degree."

"So your future is one big joke to you," Once-ler said, the anger seething in his voice.

"Don't you think you're overreacting?" Theresa asked. "So I break a few rules, it doesn't mean I'm doomed."

"You will be if you keep behaving like this," Once-ler told her.

"Well, if you think I'm such a screw up, you can always rely on Ted," Theresa said, eyes narrowing and bitterness seeping through her voice as she thought of her cousin, the "hero" of Thneedville.

"You're missing the point," Once-ler told her.

"Okay, what's the point?"

"My point is that you can't live your life taking whatever you want and doing whatever you feel like," Once-ler said.

Theresa scoffed.

"That's rich, coming from a guy who caused ecological genocide to fill his own greedy pockets," Theresa stated.

Once-ler sprang from his seat and practically slammed his hands on the table.

"What was that?!" he practically screamed at her.

"You heard me; you have no right lecturing me on my decisions when you've done things that even a delinquent like me isn't capable of!" Theresa said, standing her ground.

Before Once-ler could say another word, he grabbed his left arm and his breathing got more erratic.

"Grandpa!" Theresa said, worry replacing hostility in her voice and she shot up from her seat.

Theresa got her phone from her purse and quickly dialed 911.

"911, what is your emergency?" the operator said.

"You've got to send someone here quick! My grandpa's in trouble!" Theresa yelled into the phone.

"Ma'am, calm down," the operator told her. "Where are you?"

"I'm in the Once-ler's Lerkim outside Thneedville on the top floor," Theresa said, taking a few deep breaths while praying that she wasn't talking to anyone who hated Once-ler.

"Ma'am, we'll send an ambulance truck straight to your location. Try to keep your grandfather calm until help arrives," the operator instructed.

"Okay, thank you."

Theresa hung up and ran to Once-ler's side.

"They'll be here soon, Grandpa, just try to relax," Theresa said, walking her grandfather to his bed and fighting back tears.

"Theresa, look at me," Once-ler said through deep breaths.

Theresa looked into Once-ler's eyes.

"Grandpa, I'm sorry!" Theresa said, unable to hold back the streams of tears any longer. "I didn't mean what I said, I was just angry! Please don't die!"

Whether Once-ler heard Theresa she would never know. He passed out right while she was talking. Theresa heard the door bust open and turned around to see the Lorax with Pipsqueak right behind him.

"River, what happened here?!" The Lorax exclaimed, seeing Once-ler lying on the bed and Theresa standing nearby bawling.

Pipsqueak jumped on the bed, nudging Once-ler's head and slapping his face when he wouldn't budge.

"I-i-it's Grandpa, w-we were arguing and h-he-," Theresa tried to say between her tears.

The Lorax put two fingers on Once-ler's neck.

"He's barely got a pulse. Did you call the ambulance?" The Lorax asked.

Theresa nodded her head. At that moment, she heard a siren wail and two paramedics came in with a stretcher. They put the Once-ler on it and took him to the ambulance truck. All Theresa could do was pray that he was going to be all right.

**Notes for the Chapter:**

> So, what did you think? No, Theresa's not religious. She's just in a state where she's worried beyond all hell and it's the only thing she can do.


	2. Chapter 1

**Notes for the Chapter:**

> The purge is working. I just dreamt of a truly original story idea. I also plan to add an interlogue to the story, which is a short pause to explain what's going on with Theresa. Problem is, I don't know how many chapters this story will be. Therefore, I'll put it in the middle of the story when I'm finished. The only characters I own are the ones that were never in The Lorax movie. I'd also like to thank Lenaholmes101 for commenting on the last chapter.

In Greenville, there was a small place called Dan's Diner where Katrina Johnson worked. The exterior of it was little more than a white wall with a couple of windows and two joined glass doors surrounded by wooden frames. The interior was that of a typical greasy spoon. There were checkered patterned floors and walls, booths with red comfortable chairs, wooden tables with wooden chairs and a bar with wooden stools. The place smelled of fried food and everyone talked all at once. Two joined metal doors led to the kitchen while two separate wooden doors led to the restroom, one for boys and the other for girls.

Kat walked to a booth with a tray in hand that held a white cup of coffee. When she got there, a woman bumped into her and caused her to drop the tray, spilling hot coffee all over the customer's pants.

"Ow!" the customer shrieked.

"Ma'am, I am so sorry," Kat said, hoping she was an understanding customer.

"How dare you serve coffee this hot!" the woman practically screamed.

Just as Kat thought, she had no such luck.

"Ma'am, the coffee's supposed to be hot," Kat explained, clutching the tray in her hands as tightly as she could.

"That's no excuse!" the woman exclaimed, getting up from the booth.

"Why don't I get you a towel and another cup of coffee?" Kat suggested, trying to disguise the impatience in her voice.

"You'll be hearing from my lawyer!" the woman shrieked as she exited the diner.

Kat was fuming to the point that she practically slammed the tray on the table. To make a bad situation worse, her boss had to show up.

"Kitty, what was that?" Dan asked.

Kat held back her disgust over that nickname.

"Sir, it was an accident. I just-," Katrina tried to explain.

"-Cost this diner a lot of money," Dan finished for her with that same condescending look. "Now, what did I tell you about pissing off paying customers?"

"If it costs the diner money it will come out of my paycheck."

"Exactly, now get back to work," Dan said.

Kat grabbed the tray and went to the kitchen. She practically threw the white cup in the sink and then placed the tray on the rack. That's when her best friend, Maria Gonzalez, walked in.

"Careful, Kat, you don't want to break another dish," Maria said, noticing the fuming look on Kat's face. "Otherwise Dan will make you pay for it."

"Don't remind me."

"We'll go to the ladies room and you can tell me all about it," Maria told her.

The restroom had the same wall and floor decoration as the diner, black and white checkered spots all over. It had the typical stalls with toilets inside, white sinks, a brown paper towel dispenser and a huge mirror over the sink. As soon as they got there, Kat told her everything.

"Once again, Dan acted like an asshole," Maria said while looking in the huge mirror and fixing her creamy rose blush. "Does that really shock you?"

"No, but preparing for it doesn't make me want to rip his head off any less," Kat remarked, getting her hairbrush out of her purse.

"You and everyone else who works under him," Maria said, putting her blush in her purse and retrieving her brown eye shadow.

"I know, I have it just as bad as everyone else who works here and I don't deserve any special sympathy," Kat said while pulling on her brush with full force trying to yank the tangles out of her hair. "I swear, Maria, you're lucky to have your Acupuncturist license,"

"I wouldn't call it luck," Maria said, fixing some flaws in her already applied eye shadow. "Honey, you have to gently brush the tangles out to reduce split ends."

"What do you mean?" Kat asked, finally getting the tangle out.

"I mean that, right now, all I've got is an empty storage house," Maria said, putting her eye shadow in her purse and retrieving her eye liner. "I still need furniture, an interior designer and I have to get a decent number of clients. I also have to pay off my debt and, let's not forget, that many people don't trust acupuncture, and start brushing from the bottom. That also reduces split ends."

"At least your business is going somewhere," Kat said, continuing to brush from the top. "I've been writing story after story and all I get is rejection letter after rejection letter and your way takes too long."

"Keep trying, you'll get published soon," Maria assured Kat, checking to make sure her soft smokey eye look was perfected in the mirror. "You're the one always complaining about her split ends, I just thought that you could use the advice."

Kat acknowledged Maria's point and started brushing her hair from the ends and working her way up, gently combing out the tangles.

"You know what we need? A night on the town," Maria suggested with a sneaky smile, noticing that her crimson red lipstick was fading.

Kat paused.

"What?"

"Come on, two hot girls patrolling the city for guys. It'll be fun!" Maria exclaimed, fixing her lipstick.

"You mean one hot girl and her frumpy sidekick," Kat remarked.

It wasn't that Kat didn't want to go clubbing, it was just that she was afraid to go with Maria. Kat was attractive in her own right with thick shoulder-length chocolate brown hair, almond shaped ocean blue eyes, heart-shaped face, a milky white complexion and stood at 5'7''. If she took care of herself, she could be a knockout. Unfortunately, her face was pudgy, her eyebrows were bushy, her body-type might have been an hourglass figure with big breasts, but she was a little chubby and her tight yellow mini-skirted waitress uniform was not helping matters. It didn't help that there was cellulite in her thighs and her brown hair showed more than a few split-ends. She told herself that, with her writing and her full-time job, she didn't have time to take care of herself. Yet that didn't seem to stop Maria. With thick straight waist-length raven black hair, almond shaped dark chocolate brown eyes, oval-shaped face and a light chocolate complexion, she was beautiful. Add her perfectly toned hourglass figure with big breasts, amazingly toned legs and the fact that she was almost six feet tall, she was an absolute knockout. Next to her, Katrina looked like a frump.

"Not this again," Maria said with an exasperated sigh. "Kat, you're gorgeous. You just need confidence."

"Easy for you to say, you're a beauty queen," Kat said, continuing to brush the tangles out of her hair.

"Word of advice, if you keep comparing yourself to others, you'll never reach your full potential," Maria remarked, putting her lipstick in her purse and retrieving her hairbrush. "So, we'll just take a walk around and talk to regular people until you can work yourself up to hot guys."

"You really think that will work?" Kat asked, eyeing her friend doubtfully.

"Sure, you're cute and you've got a sexy attitude, you just need to break out of your shell," Maria told her with a reassuring smile, slowly brushing tangles out of her hair.

"Thanks, now I have one other worry," Kat said, finally getting the very last tangle out of her hair. "When I do go clubbing, how will I know if I'm not picking up anyone dangerous?"

Maria laughed.

"Sweetie, you don't pick up strangers. You date them for a while and then have sex," Maria explained.

"Truly words to live by," Kat joked, putting her hair brush back in her purse.

She and Maria laughed when Dan came in.

"You do realize this is the girls bathroom," Maria told him, trying her best to disguise the contempt she held for him in her voice.

"And you two realize that you're still on the clock," Dan said while admiring his messy yellow blonde hair, sky blue eyes, rugged face and buff physique in the mirror. "Time is money, so get cracking ladies."

Kat and Maria grabbed their notepads and went back to work. Out of the corner of her eye, Kat saw a man sitting alone and reading the menu. Kat couldn't place it, but something about this man seemed so familiar. Then she remembered the barbecue at her parents' house before moving to Greenville. She remembered a little boy she met who asked her if she was an angel. She remembered designing model houses with him about their future married life. She remembered planning to have eight kids with him and now, here he was, in the very diner she worked at. Of course, she hadn't seen that boy since she was a kid. There was always a possibility that the man in the booth might not be him. She clutched her notepad to her chest, feeling her heart racing as she walked to the booth.

"Hello, sir, may I take your order?" she asked.

"Actually, I haven't decided yet," he said turning to her. "Could you-,"

He looked up from his menu and his face lit up in recognition.

"Kat?!" he exclaimed, dropping the menu and practically shooting up from his seat.

"Yeah," she said smiling and looking up from her notepad, finding herself at eye level with his chest. "Is that you, Once-ler?!"

"Yeah," Once-ler put his hands on hers and grinned from ear to ear. "I don't believe this, what have you been up to!"

Kat's face turned a bright red as she felt how warm Once-ler's hands were on her own. His hands didn't have a perfect smoothness but that was to be expected, considering how much work his family made him do. Kat tilted her head up and gazed into Once-ler's round sky blue eyes covered by his thick jet black hair and felt an urge to drop her pencil and notepad on the floor, brush his hair back with her fingers and take him right there in the diner, not caring who was watching. The sound of Dan's voice interrupted her daydream.

"Kitty, stop fraternizing with the customers and get back to work!"

Once-ler quickly removed his hands from hers and went back to his booth, blushing like mad. Kat sighed exasperatedly and wondered if her boss had eyes in the back of his head.

"Yes, sir!" Then she turned back to Once-ler. "While you're busy ordering, do you mind if I replace the sugar packets?"

She said the last thing with a wink.

"Not at all," he said practically hiding his face in the menu, "Sorry about that, I was just so happy to see you."

Kat continued to serve customers while making excuses to see Once-ler.

"As you can see, I now work minimum wage at a greasy spoon and I write in my spare time," Kat told him while replacing the sugar packets. "What about you?"

"I'm going to invent a revolutionary product that will change the world!" Once-ler said gleefully, his eyes wide with hope and smiling as big as humanly possible. "I'll take the hot chocolate with extra marshmallows."

"Coming right up," Kat said, writing that on her pad. Then she took it to the short order chef on duty.

"Sir, do you need your syrup containers replaced?" Kat asked on her next visit and added the next thing in an informal tone. "An inventor? I thought you wanted to be a rock star."

"Yes, I do," Once-ler said with a serious look on his face, trying to be nonchalant and failing miserably. He added the next thing with more excitement in his voice. "I'm surprised you're writing. I thought you wanted to be an actress."

Kat leaned forward and grabbed the case of syrup containers, noticing the dreamy look in Once-ler's eyes with a huge grin on his face.

"Is there anything else you'd like?" Kat asked.

"Milk," Once-ler replied stupidly.

Kat blinked and turned her attention to Once-ler

"What?" she asked.

"Buttermilk!" Once-ler quickly yelled, blushing like mad. "As in buttermilk pancakes!"

Kat laughed as she wrote Once-ler's order down.

"Okay, you don't have to yell," she said.

Once-ler breathed a sigh of relief as Kat went to have the syrup containers replaced just as Maria was getting some orders.

"Hey Kat, I've got a big order to fill. Mind helping me while you're serving the bard?" Maria asked, putting a plate with a cheeseburger and french fries on the tray.

"The bard?" Kat asked, giving Once-ler's order to the short order chef who immediately went to the kitchen.

"The tall guy with the guitar and fedora that you've been flirting with."

"Oh, right," Kat said blushing. "And I wouldn't call it flirting."

"Whatever you're doing, you both seem really into it," Maria said as she put a plate of sausages, hash browns and eggs over easy on the tray.

"You must mean Once-ler," Kat said.

Maria smiled mischievously.

"Oh, so you know the bard," Maria said. "The plot thickens."

Kat blushed.

"It's not what you think!"

"Okay, then what is it?" Maria asked, placing chocolate chip waffles on the tray.

"It's been a while since we've last seen each other so we really want to catch up," Kat said, placing chicken fried steak on the tray. "Serving a big family?"

"I can only imagine what sort of 'catching up' he has in mind," Maria said snickering. "No, just one guy and this is only the first batch."

"What are you talking about?" Kat said, eyes widening when she looked at all the food on the tray. "He keeps eating like this, he's going to end up in the Emergency Room."

"I'm talking about the bard's little slip," Maria said, adding a plate of biscuits to the tray. "He wants to start dieting tomorrow and this is his last hurrah."

"What slip?" Kat asked, placing the tray on the cart with wheels. "This is one hell of a hurrah. I'm tempted to eat some of this food myself."

Maria laughed.

"Honey, you're so naive, it's adorable," Maria said. "With my diet, most of these foods are off limits."

"What do you mean I'm naive?" Kat asked, getting another tray and putting it on the cart while the smell of all the fattening food filled her nostrils. "Oh right, you're a strict vegan."

"I mean that, when he was talking about wanting milk, he wasn't talking about the kind that comes from a cow," Maria said, a naughty gleam in her eyes.

"You mean?" Kat blushed as she remembered that, when she got the syrup packets, her breasts were right in front of him. "Isn't that sexual harassment?"

"No, that's a Freudian slip," Maria explained. "And don't pretend that you're not happy about it. I caught the way you were looking at him."

Kat took the plate of chocolate chip buttermilk pancakes and sniffed it, savoring the scent of of melted chocolate combined with sweet buttermilk. It wasn't until what Maria said clicked in her head that Katrina put the plate on the tray and turned her head to Maria, her eyes widening in shock.

"What way?" she asked, feeling another blush on her face.

"That 'oh, Oncie, take me now' look you were giving him," Maria said, putting her hands together in a praying motion and against her chest with a mock dreamy smile.

"If you're going to make fun of me, don't do it while we're at work," Kat said, putting the pancakes on the tray. "And don't call him Oncie."

"I'm just teasing you," Maria said with a friendly laugh. "And why can't I call him Oncie?"

"Just don't," Kat said, putting the tray on the cart. "So, you really think he likes me?"

"Honey, he adores you," Maria reassured her, waving it off with her right hand. "If you don't believe me, ask him out."

At that point, the short-order chef arrived with a cup of hot chocolate that had marshmallows floating at the top, a plate of buttermilk pancakes and a replacement syrup packet. Kat set those items on a tray.

"Okay, I'm going for it," Kat said and took a deep breath.

"Good luck, Kat," Maria said while rolling the tray cart to the customer she was serving.

Kat took the tray to Once-ler's booth.

"Here you go," Kat began. "I know this isn't-,"

"I was hoping-," Once-ler said at the same time Kat did.

She and Once-ler blushed.

"Did you have something to say?"

"No, you go ahead."

"It's all right, you can go first."

Kat saw Maria nearby slapping her face on her hand and walked over as soon as she was finished serving her customer.

"Kat wants to know if you're free this evening for coffee," Maria said to Once-ler.

"Really?!" Once-ler said, like he couldn't believe what was happening then he immediately calmed down and tried his best to appear nonchalant. "I mean, yeah I'm free."

"That's great!" Kat said, wanting to pinch herself to make sure she wasn't dreaming. She wrote directions to a coffee house on her pad, ripped the paper off and handed it to Once-ler. "I know this great place we can meet at and I get off work at 6."

"Sure, that sounds like fun!" Once-ler said, banging his fingers on the table and tapping his foot on the floor.

"Kitty, Maria, this isn't a pick-up bar, get back to work!" Dan yelled loud enough so the whole diner could hear.

Kat didn't know if she was turning red from anger or embarrassment.

"Anyway, I'll see you then," Kat told Once-ler and quickly left while having a fantasy about Dan driving his car off a cliff.

Kat and Maria went back to the kitchen to get a few more orders.

"Why'd you do that?" Katrina asked.

"Do what, ask him out for you?," Maria said, turning in another order to the short order chef. "If I let you two do it on your own, you wouldn't be having your first date until the next millennium."

"It's not a date, just a couple of old friends catching up," Kat said firmly, placing her right hand on her hip.

Maria rolled her eyes.

"When two people meet each other and they have the hots for one another, it's a date," Maria said as another order came in.

"I don't know, it's been a while since we last met," Kat said, deep in thought. "What if we don't like the person the other one's turned into?"

"Then you won't like each other, but at least you'll be happy knowing that you took a risk," Maria said as she delivered another order while Kat walked with her and took an order from a nearby customer.

"Still, I'd feel better if you helped me get ready," Kat said.

Maria laughed.

"Of course I'll help. I wasn't going to make you get ready for your first date all by yourself," Maria said.

Kat blushed.

"Once again, it's not a date," she said. "It's two old friends catching up."

"Once again, it's two old friends who have the hots for each other," Maria said with a devious grin.

Kat nervously laughed.

"Maria!" she said.

"Hey, you're both clearly attracted to one another and you already know that he's not going to chop you to pieces with an axe. Other than your virginity, what have you got to lose?"

Kat blushed.

"I swear, you are the most depraved woman I have ever met," Kat said.

"Don't pretend that you weren't hoping for it."

Maria was right about that. Kat did have a sex drive but never so much as dated in her life. Her only experience was movies, comic books, novels and Maria's stories and the only person that pleasured Kat was herself. Now it was her chance to finally experience the very act that always seemed so amazing and the best part was, every one of her firsts would be with a man she trusted. That was, assuming the chaste kissing and play dates she and Once-ler went on didn't count. There was also a small voice in the back of Kat's mind telling her that she and Once-ler might not like the people they've turned into. Well, if the meeting didn't work out, she could always say that she had her first date with him.

**Notes for the Chapter:**

> I hope I'm doing well with the chemistry between Once-ler and Kat. Read and review and, even though this is a Mary-Sue purge, I'm still open to constructive criticism.


	3. Chapter 2

**Notes for the Chapter:**

> Once again, I don't own anything except the characters that were never in the Lorax movie.

"So, how come you never told me about Mr. Tall, Dark and Lanky back at work?" Maria asked as they were heading back to Kat's apartment.

"Last time I saw him, he wasn't so tall," Kat said in deep thought, remembering how she and Once-ler used to be the same height.

"Going to need a little more to go on than that," Maria said, snapping Kat out of her thoughts.

"Okay, Once-ler and I were betrothed in Grade School."

Maria stopped in the sidewalk on hearing that.

"Betrothed?!" Maria exclaimed.

"You want to shout that a little louder, I don't think they heard you in Canada," Kat said, turning to Maria and rolling her eyes.

"How do you expect me to react when I hear that your parents forced you to get married?" Maria said, lowering her voice but still having a tinge of panic as she continued walking.

Kat nervously laughed.

"No, the betrothal was our idea," Kat explained. "When Once-ler and I saw Godzilla: King of the Monsters, we knew we wanted to get married when we grew up. So we always joked that we were betrothed. I guess I should have found a better way to word that."

"Yeah, you should've," Maria said, calming down. "What do you mean you came up with the idea when you saw Godzilla: King of the Monsters?

"Don't tell me you haven't seen it."

"Keep in mind that I'm not as fluent in geek as you are," Maria said, putting her right hand out and checking her fingernails.

"In the movie, there were two people, Dr. Serizawa and Emiko, who were betrothed to one another by their parents as children," Kat explained, trying to remember as much as she could about the movie. "It didn't work out because she loved another man, Ogata. Which was stupid because Serizawa's way cooler even if Ogata's the better looker of the two."

As Kat was describing the movie, she got lost in her own little world until a light tan hand was waved in front of her face.

"Hello, Earth to Kat," Maria said. "Hate to distract you from your day dreaming but I'd really like you to finish the story sometime this year."

"Sorry, it's been a while since I've seen the movie and I don't have an eidetic memory," Kat explained sarcastically. "Ever since then, Once-ler and I always joked that we were betrothed."

Then Kat put her hand on her chest and lowered her voice as deep as she could get it.

"And now, out of all of the diners in all the towns of all the world, he walks into mine," Kat said.

"Did you just go from Godzilla to Casablanca?" Maria asked.

"Both movies have a few things in common," Kat said blushing.

"Like what?" Maria asked doubtfully. "They both have giant monsters destroying a giant city?"

"No, they both have men who do what's best for the woman they love even if it means having to give her up," Kat explained with a dreamy sigh. "It's so romantic."

"I'll say one thing, you definitely have a creative mind to make that connection," Maria said. "Still, don't get your hopes up about finding a guy like that."

Kat snapped back to reality as she opened the door to her rundown apartment building.

"I know that," Kat told Maria getting annoyed while she checked her mail. "It's just fun to imagine it."

"Okay, just wanted to make sure you still had a glimpse of reality," Maria said as Kat opened the door to her apartment. "I've seen many women who think they've found their Prince Charming and they end up with-,"

Kat's apartment wasn't much to look at, just a single room with a television, sofa, a wall bed, a typewriter (Kat saved like mad trying to afford that), a refrigerator, a tape recorder and a small kitchen. Maria pointed to a short man with dirty brown hair, hooked nose and a distinguished face who was helping himself to a box of cookies while watching TV on the sofa.

"-that," Maria finished.

"Billy?!" Kat exclaimed.

"Hey, sis," Billy said and changed his voice to a suave tone when he saw Maria. "Hey, babe."

"You didn't tell me your perverted brother was going to be here," Maria said disgusted.

"I didn't know," Kat said and then turned to Billy. "Let me guess, Peg threw you out?"

"How did you know?" Billy asked.

"Because every time you try to move in, it's always because you've pissed off a wife or girlfriend," Kat said as she and Maria walked into her apartment and shut the door.

"I'll tell you what happened during a commercial," Billy said, keeping his eyes glued to a rerun of I Dream of Jeannie while continuing to eat the cookies. "Major Nelson's a moron, if I had that blonde babe for a genie, I'd hit that in a second."

Then the TV showed a commercial for a microwave oven.

"What happened was I was friends with this college chick," Billy said, eyes still glued on the TV. "She has this abusive jock boyfriend and she was crying on the couch when Peg was away. So I comforted her and we were making out. Then Peg came in right when I had that chick's shirt off."

"And then she threw you out," Maria finished.

"It was Peg's fault," Billy said. "If she wasn't constantly nagging me about getting a job, cleaning the house and taking care of the baby, I wouldn't have cheated on her."

"Maybe if you did what she asked, she wouldn't have to nag you all the time," Kat said, looking through her mail while Billy laughed.

"Can you believe this?" Billy asked. "I'm the one who gets thrown out of the house and Kat acts like it's all my fault."

"Maybe because it is all your fault," Maria said, not even bothering to disguise her disgust with Billy in her voice which only made him laugh harder.

"Maria, you don't have to disguise your joy from me," Billy said trying to be suave and failing miserably.

"You mean my joy that your wife finally realized what a loser you are and got rid of you at the next opportunity?" Maria asked sarcastically.

"Come on babe, I know you want me," Billy said with a sleazy smile. "Don't try to hide it."

Maria looked like someone force-fed her poison.

"The only thing I want from you is a restraining order," Maria said.

Kat put the mail on the kitchen counter.

"Maria, can I talk to you alone real quick?" Kat asked.

"Sure," Maria said as they went to the bathroom.

Kat searched through the bathroom cabinet for a box of condoms and found a Ziploc bag with crushed green powder inside.

"Good, he didn't touch my stash," Kat said, breathing a sigh of relief.

"You hide your stash in a box of condoms?" Maria asked. "Wouldn't that be the first place Billy would look?"

"Trust me, he'd never look there," Kat said.

"I'm almost afraid to ask but how do you know this?" Maria asked hesitantly.

"Let's just say that my room was right next to Billy's and the walls were hollow," Kat said, grateful that there was a toilet nearby. "Actually, I was hoping you'd do me a favor."

"What?"

Kat put the condoms back in the cabinet.

"I was hoping you could go to the cafe in my place and tell Once-ler that I have to postpone our meeting," Kat said.

"'Meeting?' You make it sound like a business arrangement," Maria said with a snicker. "Why don't you just call it a date?"

"Because it isn't one and, even if it was, I can't go on account of not being stupid enough to leave Billy alone in my apartment," Kat said firmly.

"So, your brother makes himself at home in your apartment and you're the one who has to change her plans?" Maria said while brushing her hair out of her face. "Just tell Billy that it's your home and he's not allowed to stay here."

"It's not that simple, we'd get into a huge fight over it and I'd end up standing Once-ler up anyway," Kat said. "Makes me wish he had somewhere else to go for the night."

That's when Kat got an idea and looked at Maria inquisitively.

"Maria, what would it take to convince you to take my brother out for the night?" Kat asked innocently.

"A hot steamy night with Robert Redford afterwards," Maria said with a smirk that instantly disappeared. "Wait a minute, are you serious?"

"It's just for one night and you don't have to do anything with him!" Kat pleaded.

"So, while you're making goo-goo eyes at the bard, I'll be fending off your perverted brother's advances?" Maria said with disbelief and shook her head. "No thank you."

"Come on, Maria, this is my one chance to break out of my shell and there's only one thing holding me back!" Kat grabbed Maria's shoulders and looked at her with puppy dog eyes. "And it's sitting on my couch and eating my food."

Maria's expression softened.

"All right, but I'm not doing this for free," Maria said.

"What's your price?"

"Tomorrow, I have to wax the floors and clean the bathrooms in the diner," Maria said. "If you do those jobs for me, I'll take Billy out."

Kat hugged Maria.

"Thank you, thank you, thank you!" Kat practically screamed.

"I just gave you a ton of extra work tomorrow and you're thanking me?" Maria asked with disbelief. "You must be really looking forward to this date."

Kat stopped hugging Maria and stood up straight.

"It's not a date," Kat insisted while blushing.

Kat heard the phone ring and peeked her head out from the bathroom to see Billy answer it.

"Yes? Trisha... Of course I'm not mad at you... Do you need anything? I'll be happy to help..."

Billy hung up.

"Good news, Sis, you have the place to yourself tonight," Billy said with a sleazy smile. "Trisha's afraid that her boyfriend might come to her home uninvited, so she wants me there for protection."

"Hold on a minute," Kat said while exiting the bathroom. "You gave a stranger my number?!"

"She's not a stranger to me," Billy said.

"That doesn't matter, you have no right to be giving my number to whoever the hell you please!" Kat said, about to go into a rage.

"First the comment about how if I do things the first time I won't be nagged and now you're mad at me for no reason? Sounding like your mother already," Billy remarked.

If Kat wasn't angry before, she certainly was now. Kat was about to respond before she heard Maria's voice in the bathroom.

"So, you're going out?" Maria asked seductively.

"Yeah, got a hot date tonight," Billy said oblivious to Maria's tone.

Maria opened the door to the bathroom and leaned her left arm on the doorway.

"What a shame, I was hoping you and I could be alone together," Maria said, with the same tone as earlier.

"Really, well I can always cancel," Billy said while brushing his hair back and wiggling his eyebrows suggestively.

"You're going to abandon that poor girl?!" Maria said with faux horror as she left the bathroom.

"No, I'll-," Billy said.

"I don't want to hear another word out of you!" Maria said in an exaggerated crying voice. "Now leave this instant!"

Billy left the apartment.

"And to think, I was going to let him do things I'd never let another guy do," Maria said to Kat in a fake sad tone.

"Damn it!" Kat heard Billy say on the other side of the door before he finally left.

Kat and Maria were in hysterics.

"Looks like the deal's off," Kat said between laughs.

"So we make a new deal," Maria said. "You tell me everything that happened on your date and don't spare any juicy details."

"It's not a date!" Kat insisted while going through her closet and picking out a light blue button up shirt and a pair of black jeans and then went to the bathroom.

"Kat, you can change out here," Maria said.

"No thanks, I'm fine in here," Kat said.

Maria rolled her eyes.

"Honey, we have the exact same equipment. You don't have to change in a different room," Maria told Kat.

"You're better equipped than I am," Kat said.

"If you're like this around me, how are you going to be around the bard?" Maria asked.

"I'll worry about that when it comes," Kat said while getting dressed.

As Kat was getting ready in the bathroom, she thought of how Once-ler's jet black hair fell into his blue eyes, how he had the innocent smile of a dreamer, how the light shone on his cute round face with his freckles and how cool he looked in his clothes with that fedora to finished it off. She also couldn't help but notice how big his feet were and remembered what Maria once told her about guys with big feet. When Kat was done, she looked at herself in the mirror. She could feel a little vain at times and, when she wasn't dressed in that tight waitress uniform, she actually looked good. Her clothes highlighted her good aspects, like her curves and breasts, while hiding her less pleasant ones, like her stomach and cellulite. Her hair was combed in a way that hid the split ends. She didn't own any make-up but, in the right light, her face looked beautiful. She just hoped she wouldn't be standing in the wrong light when she met with Once-ler.

"It's a good thing you bought condoms because some guys will poke holes in the ones they bring with them. Oh, and make sure it's pulled down all the way. Some guys will screw you over like that."

"Yes, _Mom_ ," Kat said while rolling her eyes.

"And you're on the pill, right?"

"No, I bought condoms and didn't even think to get a birth control subscription," Kat said sarcastically.

Kat grabbed her purse and was about to leave the apartment until Maria looked Kat up and down.

"I don't think you're quite ready for going out," Maria said.

"What do you mean?" Kat asked.

Maria undid the first two buttons on Kat's shirt, showing a little bit of her cleavage.

"Maria!" Kat exclaimed about to button them back.

"Trust me, the bard will love it," Maria said with a smile.

"You really think so?" Kat asked.

"It's sexy without being slutty, just the type of image you want to go for," Maria insisted.

Kat went to the bathroom to check herself out in the mirror and, though she felt a little self-conscious, she had to admit that Maria was right. It did look good on her and she really wanted to make a good impression on Once-ler.

"Have fun," Maria said while wiping away a fake tear. "My little girl's all grown up."

"Thanks for your help."

"No prob, hon."

Then she and Maria went their separate ways.

Once-ler washed himself off in the freezing cold river, trying to get every last bit of tomato juice off of him. Selling the thneed hadn't worked out so well the first time but that didn't mean he shouldn't try again. He wasn't expecting to have any luck on the first day, though that would have been amazing. He had to admit that he wasn't really sure when he would have success, but he did know one thing. It would be a long while before he ate spaghetti again.

After Once-ler was sure that every last bit of tomato was out, including the smell, he stepped out of the river and put his clothes back on. Then he went back to his cottage and looked through some stuff he brought with him. It was the usual, bags of marshmallows, supplies for traveling and some things his father sent him. Once-ler's father loved to travel and would often send him letters and souvenirs from his various stops which Once-ler discovered could fetch a decent price at local shops. Well, that and busking for cash. When Once-ler received a letter from his father, he usually fed it to Melvin.

Then Once-ler found what he was looking for, the letters he saved from Kat when her family moved. The letters started out childish and loving, about how much it hurt to be apart and how, when they grew up, they would find each other, get married, have eight kids and become a famous rock star and actress. As time went by, the letters lost their romantic value. They were even admitting to crushes on other people in their high schools. Kat had a huge crush on the quarterback of the football team, Josh O'Reilly, who was dating her sister, Tanya. Needless to say, there were tons of letters from her about how he only saw her as his girlfriend's kid sister or what he could possibly see in Tanya, the Queen of Evil. In return, Once-ler sent her letters about his crush on Patricia Anderson, the head cheerleader of his high school, and how sad he was that she never even noticed him. It seemed like once they were out of each other sights, they were out of each other's minds. When Once-ler saw Kat at the diner, her chocolate brown hair, her ocean blue eyes, her face shining in the light, that shy and nervous smile, how tight that uniform was on her chest and curves and how sneaky she was making up excuses to talk to him like that, everything he felt about her when they were children immediately came rushing back. And now, they were meeting tonight. Pipsqueak walked through his window and looked at the letters Once-ler was reading over his shoulder.

"Hey, Pipsqueak," Once-ler said, putting the letters down. "These letters are from an old girlfriend of mine. Well, she's not really my girlfriend anymore. You want to know how we met?"

Pipsqueak nodded.

"Our dads were really good friends in high school," Once-ler said, taking a hair brush out of his drawers. "When our dads got together at a barbecue, they tried to introduced us. At first, we didn't want to meet each other. Then Bret and Chet knocked me unconscious. When I opened my eyes, there was Kat wanting to know if I was okay. The first thing I ever said to her was, 'are you an angel?'"

Once-ler disappeared into the memory of when he first met Kat. It was the first time a girl was actually concerned about him. It was also the first time he caused a girl to laugh or made a girl blush. Now that he thought about it, that was an incredibly stupid line but it worked on Kat.

"Of course, we started out as friends and then I wrote a note to her in class asking her if she wanted to be my friend or girlfriend. She kept the paper out of my eyeshot when she checked the box and hid it from me until the end of class. When the bell rang, she left the paper on her desk and that's when I finally saw what she checked," Once-ler said, remembering how happy he was when Kat checked girlfriend.

Once-ler took his hat off and brushed his hair.

"After seeing Godzilla King of the Monsters, we were betrothed," Once-ler said, putting his hair brush down and putting his hat back on. Then he dusted off his clothes and turned to Pipsqueak.

"Be honest, Pipsqueak, how do I look?" he asked.

"Like a Beanpole" an annoying voice said.

Once-ler saw the Lorax sneaking through his window again.

"Haven't you ever heard of knocking?" Once-ler said, glaring at the strange creature.

"Knocking?"

"It's when you bang lightly on the door before barging in," Once-ler told him.

The Lorax went outside, banged on the door and then waited for Once-ler to open it.

"How was that?" The Lorax asked.

Once-ler sighed.

"You know what? I don't have time for this, I have a date which, in my species language, is a meeting with a member of the opposite sex," Once-ler said. "Or, in some cases, the same sex."

"So, you're getting married tonight?" The Lorax asked.

Once-ler stared at the Lorax like he'd gone insane.

"I just reunited with her!" he said. "Maybe we'll get married a few years later but not now!"

"Isn't that what humans do when they mate?" The Lorax said confused.

"No one proposes on the first date!" Once-ler said. "Okay, there are some men that do, but these men also carve the woman's name in their arm and, if she has any sense, she'll take the nearest exit out of there."

Once-ler had a mental image of showing up to the cafe with a diamond ring and Kat's name carved into his arm and her running to the nearest exit calling for the police.

"You humans have a ritual for everything," The Lorax said, looking around the cottage. "With animals, everything's simple. The males find a female they like and they sing to her. If she likes the male in return, she takes him as a mate."

"What if the female doesn't like him?"

"Then the male finds a new female to sing to," The Lorax said. "It's as simple as that."

"Well I'm glad everyone in the animal kingdom has it so simple," Once-ler said sarcastically. "Unfortunately, I don't, so I really have to make a good impression if I want Kat to like me."

"Kat?" The Lorax said while laughing. "Your mate's name after a household pet?"

The Once-ler glared at the Lorax.

"If you must know, her name is Katrina. Her friends call her Kat and she's not my mate!" Once-ler said angrily. "Well, not yet."

"Hope you have better luck with her than you did selling the thneed," The Lorax remarked.

The Lorax mentioning the thneed just made Once-ler even more angry.

"Look, Mustache, it's only been the first day and how did you know I didn't sell that thneed?!"

"You come home looking depressed and covered in tomato sauce and you think I can't figure it out?"

"I'll have you know, that it's only been the first day!" Once-ler defended. "And, when Kat and I were kids, she was crazy about me!"

Once-ler smiled as the Lorax raised an eyebrow.

"You mean you haven't even seen this girl since you were a kid?" The Lorax asked.

Once-ler's smile faded.

"Yeah, what difference does that make?" Once-ler said.

"I don't know much about your kind but, from what I've seen, you're always changing," The Lorax said, his face showing concern. "This Kat might not be the same girl you knew when you were young."

Once-ler's face fell. As much as he'd hate to admit it, The Lorax did have a point. What if Kat still had a crush on that Josh guy? What if she only saw Once-ler as a friend? Maybe that was what Kat was going to tell him before that other waitress interrupted them. Or worse, what if Kat hated him for humiliating her? It was because of him that her boss yelled at her like that.

"You've only met one human in your entire lifetime, how could you possibly know anything about my species?" Once-ler said.

The Lorax sighed.

"I'm just telling you not to get your hopes up," The Lorax said.

"Thanks for your advice but I can handle this on my own," Once-ler grabbed his guitar and walked out the door. "I'll sweep her off her feet, you'll see!"

**Notes for the Chapter:**

> Uh oh, Kat doesn't want a relationship but Once-ler's hoping it would blossom into one. How will this play out? I'm not going to give a threat saying that I won't put out another chapter if you don't review, but I will say this. I find reviews highly motivating, whether it's praise or constructive criticism. I mean, writing a story's like giving a speech. If there's no one in the room, then there's really no point in giving it.


	4. Chapter 3

**Notes for the Chapter:**

> IMPORTANT: I went through my story and did some serious editing to chapters 1 and 2 that you really need to read before reading this chapter. The editing to the prologue is more like blink and you'll miss it but still important.
> 
> Warning: There will be some references to illegal drug use and underage drinking. The former because I'm writing in the 70s and I want to stay true to the time period. The latter because how the underage drinking occurs is not unbelievable.
> 
> A/N: If you remember it from the movie, I don't own it. I'd like to thank mircosedy from fanfiction.net for beta-reading my story.

When Kat arrived in the cafe parking lot, she saw a few cars and a donkey laying down with a wagon attached to him. Kat went to the odd site and couldn't resist patting the donkey on the head.

"Hey, little guy, what are you doing here?" she asked, in a sweet voice she reserved for animals. "You so cute."

Kat rubbed the donkey's neck and smelled a stink that could only come from the donkey.

"You stinky but you cute," Kat said smiling. "Tell you what, I'll bring you a snack from the cafe."

The donkey nodded its head and brayed happily as Kat walked inside the cafe. It was a small place with yellow wallpaper and South American artwork on the walls. A black board with white chalking on it was right behind the glass display case filled with treats and a register on top with a yellow floor to match. The cafe was filled with wooden chairs and tables. A stage with a microphone was on the right side of the area and the place smelled of burning incense. Kat saw Once-ler in the same white long sleeve shirt, grey sweater vest, striped pants of regular and light grey, matching grey boots and the grey fedora with a black stripe he wore at the diner. Kat saw Once-ler's guitar case near him as he waved at her from a nearby table that she made her way to.

"Glad you could make it," Once-ler said, looking her up and down and blushing like mad. "You look amazing!"

Kat giggled and flipped her hair, feeling a blush coming on herself.

"Thanks, so do you!" Kat replied, taking the seat opposite of Once-ler.

"What, this old thing?" Once-ler said nonchalantly. "It's the same thing I wore at the diner."

"Well, it still looks good," Kat said.

"Thank you!" Once-ler said excitedly.

"I'm glad you were able to find the place," Kat said, smiling. "I was worried you'd get lost."

Once-ler held his head up high and put a hand to his heart.

"Me, lost?" Once-ler said in an overly dramatic voice. "My head is a built in map, always knowing which way to go!"

Kat couldn't help but laugh.

"Even if my directions sucked?" Kat asked.

"Don't put yourself down like that, your directions didn't suck!" Once-ler said, the smile disappearing from his face and looking at Kat like he wanted to restore her confidence.

"Really?" Kat asked suspiciously. "I wrote those down hastily and I had to get back to work."

"All right, I had to ask one person," Once-ler admitted. "But only one!"

Kat laughed.

"You know, it's funny, you have not changed one bit," Kat observed.

Once-ler immediately perked up.

"You really think so?" he asked.

"Yeah, you're still the same little boy who built those houses of our future married life," Kat said smiling fondly as she relived the memory in her head.

"No, we built them together, remember?" Once-ler said, holding a finger up. "You would always talk about how I was going to be a rock star, you were going to be an actress and we were going to have eight kids."

"Yeah, I turned myself into quite the baby machine," Kat said regretfully while Once-ler put his feet on the table and rocked his chair back and forth. "And you might want to be careful with those chairs."

"Would you relax? I'm always careful," Once-ler said with the same goofy smile. "And you were more than just a wife and mother, you were a starlet with her own money and a huge following."

"Okay, if you say so," Kat said uneasily. "Yeah, but I still felt I had to be a wife and mother."

"You don't want to get married and have kids anymore?" Once-ler asked concerned as he stopped rocking his chair.

"What I want is to become a famous writer who relies on no one," Kat said with passion, taking a glance at the menu. "And to have the Equal Rights Amendment ratified in this state. Why, do you still want to get married and have kids?"

Here was the moment of truth. If Once-ler said yes, Kat would have to call this whole thing off. Kat felt her breath shorten and her heart pounding in her chest, just like when she saw him in the diner. Once-ler took his feet off the table and sat up straight, looking Kat in the eye like he was wondering what he should say next.

"Well.." he hesitantly began. "I'm a future business man, I don't have time for love!" Once-ler exclaimed, putting his feet back on the table and, once again, rocking his chair back and forth. "And I don't know about the ERA act but I know you'll make a terrific writer!"

Kat smiled at both Once-ler's encouragement and that she didn't have to worry about a relationship. Though she did wonder if, as a future business man, he still had time for lust. If the answer was no, she and Once-ler could still be friends. She'd ask later.

"You really think so, Once?" Kat asked, using the old nickname she had for him when they were children.

"Sure, you're so creative, like when you-," Once-ler was interrupted when his chair tipped all the way over on its back, causing him to scream and the entire cafe to look in their direction.

"Once-ler!" Kat yelled, getting up from her seat.

Once-ler quickly got up and put the seat back.

"It's all right, I'm okay," he said as he got back in his seat.

Kat breathed a sigh of relief.

"I was going to say that you have a creative mind, like when you pretended to be a sprite and I was the lost explorer who won your heart," Once-ler finished with a smile.

"You weren't lacking in creativity either," Kat told Once-ler encouragingly. "I remember it was your idea to make the wine we found under your mother's loose floorboard into the cure to save your people."

"And then I threw up on her shoes," Once-ler said, shuddering at the memory.

"No, that was me," Kat said, rubbing her right arm. "I remember because my mom made me clean them the next day after an incredibly harsh lecture about not touching things if I don't know what they are, especially if said things are found in a suspicious location. Guess she really wanted the moral to stick."

"You got off easy," Once-ler said with an awkward smile. "My mom had me cook breakfast for everyone and clean the whole house, even though I had a massive hangover."

Kat nervously pulled a napkin out of the holder and fiddled with it.

"I'm sure your head hurt like hell but you didn't have to do as much as I did," Once-ler reassured her.

"Actually," Kat said, figuring out how best to put this. "I didn't have a hangover."

Once-ler's eyes widened and his mouth fell open.

"You didn't have a hangover?" he asked shocked.

"I was surprised, too," Kat explained. "My mom told me that she gave me plenty of water **t** he night before so I wouldn't get one."

Once-ler laughed.

"So, even though you were in trouble, your mom still took care of you," Once-ler said happily.

While Once-ler's treated him like dirt she wanted to scrap off of her shoes.

At that point, the waiter, Ryan, arrived at their table. Kat had never been so grateful for an interruption in her life.

"Hey, Kat, didn't realize you were on a date," Ryan said, glancing up from his notepad.

Kat and Once-ler were blushing like mad.

"It's not a date," Kat insisted.

Once-ler's face fell.

"Hey, I'm just making an observation. No need to get offended," Ryan defended, holding his notepad to him like a shield. "I know you want a mocha but what does your friend want?"

"I'll take a hot chocolate with extra marshmallows," Once-ler ordered.

"So, Kat, you want a side of 'oregano?'" Ryan asked as he wrote Once-ler's order down.

"No thanks, I got plenty back at home," Kat answered.

"'Oregano?'" Once-ler asked, perking up. "You have 'oregano' here?"

"Yeah, you want some?" Ryan asked absentmindedly.

"Sure, I'm running low anyway," Once-ler said before Kat could speak.

"So, one mocha, one hot chocolate with extra marshmallows and a side of 'oregano?'"

"Yeah, that's right."

"I'll get your orders in a minute," Ryan said and left.

"Once, when Ryan says our orders come with oregano, he's not talking about the kind you cook with," Kat explained.

"He's talking about the special kind that can get you arrested if the cops find out you have it, I know," Once-ler said, waving his hand.

"Wait a minute, you use it too?" Kat asked, not believing what she was hearing.

"Of course I-," Once-ler began, his eyes narrowing as he realized what Kat meant. "No, Kat, I lived a sheltered childhood where my mom drank 'grape juice' every morning and everyone made sure that I would never find out that baby's don't come from stork eggs."

Kat's face flushed.

"You have an innocent round face, it's very misleading," Kat defended. "So, how is your family?"

"Bret and Chet still live at my old house, along with Aunt Grizelda, my mom and Uncle Ubb," Once-ler said. "Aunt Grizelda works as a night club security bouncer. Mom washes people's hair at salons and spends what she can on lottery tickets. Uncle Ubb's mail-order bride took a citizenship test and divorced him as soon as she passed."

Kat laughed. Things hadn't changed much over at the Once-ler house.

"What happened to your dad?"

"He divorced my mom and travels across the country. He sends me letters and souvenirs from his journey," Once-ler said, looking depressed and then quickly perked up. "Enough about my family, how's yours doing?"

"My parents are also divorced," Kat explained, taking a quick glance at the menu. "My mom's taking pictures in California and getting them published. My dad works as a wine sales rep and he and I have no contact whatsoever, which really isn't all that different from when he was here. Billy's been divorced three times and is working on his fourth one right now. Last and most definitely least, Tanya's unhappily married to her high school sweetheart with a kid."

"Wouldn't her high school sweetheart be Josh, that guy you had a crush on?" Once-ler asked.

Kat buried her face in her hands.

"Don't remind me," Kat said.

Once-ler perked up.

"So, you don't like that guy anymore?" Once-ler said, trying to disguise the hope in his voice and failing miserably.

"Can we please just not talk about it?" Kat asked.

This only made Once-ler even more curious.

"Why, what happened?" Once-ler asked.

"What about that girl you liked, Patricia?" Kat asked, desperately wanting a change in subject.

"She's history," Once-ler quicky said.

"Really?" Kat asked with a smirk. "Did something happened that you're not telling me about?"

"It's nothing," Once-ler said, his face turning red.

"Well, I'm not telling you what happened with Josh until you tell me what happened with Patricia," Kat said, standing her ground.

At that point, Ryan came back with their orders.

"One hot chocolate, " Ryan said as he put a mug of steaming hot chocolate with marshmallows floating at the top in front of Once-ler. "One mocha." Ryan put a mug of the mocha latte with whip cream in front of Kat. "And one side of 'oregano.'" Ryan gave Once-ler a ziploc bag of crushed up green powder. "Remember, if the cops find you with that, you didn't get it from me."

"Got it," Once-ler said, opening his guitar case.

"You play guitar?" Ryan asked.

"Yeah, what about it?" Once-ler said as he was putting his stash away.

"I thought you'd want to play it here like how Kat reads her stories here," Ryan said and then left.

As soon as Once-ler put his stash away, he immediately sat up straight and looked into Kat's eyes.

"You read your stories here?!" Once-ler exclaimed.

"Yeah, I keep hoping some big publisher's going to be in the audience," Kat said, stirring her mocha while Once-ler took a drink from his hot chocolate. "So far, all I got was one guy who said he'd publish my work for certain 'favors,' but all he got for his trouble was my wine in his face. I'm sure you're making much more progress with your invention. Oh, and you've got a chocolate mustache above your upper lip."

Once-ler took a napkin from the napkin holder and used it to wipe his upper lip.

"It's still there," Kat said, pointing to where the chocolate was while Once-ler wiped it off. "You got it off."

"You mean my thneed?!" Once-ler asked excitedly while taking his pink scarf off.

"So, I'm guessing you're talking about a new kind of scarf."

"Not just a scarf," Once-ler said in a salesmen's pitch while shaking his head and holding the thneed out for Kat to see. "It's also a sweater!" The pink scarf changed into a sweater right in front of Kat's eyes. "It's a swimsuit! It's a dress! It's a-!"

"All right, I get the point," Kat said, in awe of the product. "It's the clothes version of the food dispenser from Star Trek."

"That's one way of putting it," Once-ler said, looking like he wasn't sure what to think about Kat's comment.

"Well, I'd like to buy it," Kat said, smiling.

"Really?!"

"Yeah, it looks really cool," Kat said while getting a notepad and pen from her purse. "Here's my number so you can call me when you've made me one."

Kat wrote her number down and handed it to Once-ler who just stared at it.

"So, how much do I owe you?" Kat asked.

Once-ler kept staring at the number in his hands like Kat just wrote him a check for a million dollars.

"Once, you still there?" Kat asked.

Once-ler snapped out of his daze and quickly pocketed Kat's number.

"I'll let you know when the thneed is ready," Once-ler said, trying to be all business while drumming his fingers on the table and tapping his foot under it.

"If you have some pent up excitement, why don't you get on stage and perform?" Kat suggested.

"You really want me to perform?" Once-ler asked.

"Yeah, I haven't heard you play since I was a kid," Kat said. "Go out there and give it your all."

**Notes for the Chapter:**

> A/N: I got the sprite idea from BloodRoseRed's Nature Girl fanfic. Anyway, I hope I'm doing well with the chemistry between Once-ler and Kat. Be sure to tell me what you think whether it's praise or constructive criticism.


	5. Chapter 4

**Notes for the Chapter:**

> A/N: If you remember it from the movie, I don't own it. I'd like to thank Mircosedy from fanfiction.net for beta-reading my fanfic. I told you that there is pot smoking in this fanfic but I neglected to mention that I don't take it seriously. Look up That 70s Show and circle on YouTube to get what I mean.

Kat applauded along with the rest of the cafe when Once-ler was done. She went straight to the register as soon as she finished her mocha.

"That was amazing!" Kat exclaimed as Once-ler walked right next to her, basking in the applause.

"I-I can't believe it!" Once-ler said, still in a daze. "They really liked me?"

"You act like you've never heard applause before," Kat observed and then turned her attention to the pale skinny red-head behind the counter. "Hey, Ryan, can I get a pack of sugar cubes to go?"

"Why do you need sugar cubes?" Once-ler asked.

"There's this donkey outside I want to feed," Kat said nonchalantly.

"You sure that's not a mule?"

"What do you mean?" Kat asked until it finally dawned on her. "Of course, you used to have those on your farm all the time."

That was when Ryan showed up with pack of sugar cubes.

"Good show tonight," Ryan said to Once-ler and gave them the pack while ringing up their total on the register. "So, who's paying?"

Kat reached for her purse strapped on her shoulder while Once-ler reached for his wallet.

"I'll get this," Once-ler insisted.

"No, I'm dating him so I get a discount," Kat said.

Once-ler's happiness from earlier disappeared.

"You're dating?!" Once-ler exclaimed.

"Not exactly," Kat said, handing Ryan the money. "It's more like an arrangement."

"What sort of arrangement?" Once-ler asked, like he was afraid to know the answer.

"He gives me a discount on all his products, I pretend to be his girlfriend when his parents come to town," Kat explained.

"Why does he need you to pretend to be his girlfriend?" Once-ler asked.

"Because I'm gay and I don't want to come out to my parents," Ryan said, ringing the cash register and handing Kat her change.

"And I also get a free meal," Kat said absentmindedly, taking the change and the pack of sugar cubes on the counter. "Thanks, Ryan."

"Anytime, Kat."

* * *

Kat and Once-ler left the cafe and fed the mule some sugar cubes.

"He's so cute! What's his name?" Kat asked while putting the bag of sugar cubes in the wagon.

"Melvin, I got him at a ranch when I was 13," Once-ler said grinning sheepishly. "Apparently, no one else wanted him."

"Let me guess, because he's not a majestic horse," Kat said bitterly while petting Melvin.

"Yeah, how did you know?" Once-ler asked.

"Let's just say that I've had some experience with animal cruelty," Kat said with melancholy evident in her voice.

"Oh, of course," Once-ler said, looking around the parking lot. "If you want I could walk you to your car."

"Actually, I don't have a car," Kat said sheepishly. "I usually just walk or take the bus everywhere. Truth is, I was hoping to get a ride from you."

"Sure!" Once-ler said loading his guitar in the wagon with an extra spring in his step. "Though, I don't really know where you live."

"It's all right, I'll give you directions," Kat said as she took a seat on the wagon.

Once-ler took a seat next to Kat, causing her to blush as she realized just how small the seat was.

"It's a little cramped here," Once-ler said, blushing himself as his side was touching Kat's.

"I don't mind," Kat said smiling nervously

"All boarding the mule express! Please keep your hands and knees inside the ride at all times!" Once-ler announced as he took hold of the reins and started the wagon, causing Kat to laugh.

Kat pointed Once-ler to her apartment as Melvin took them around Greenville. When she was in a bus, the sites just rushed past her and the constant chattering gave her a headache. When she was walking, she could take in the sites until her feet would hurt like hell and she'd have to take a short break. Melvin moved slowly so she could take in all the sites. She was also resting in a wagon, so she wouldn't have to take a break. Kat leaned against Once-ler, wondering if now was the right time to ask him.

"So..." Kat began. "Where do you live?"

Maybe the timing wasn't right yet.

"Oh, I have a cottage deep in Truffula Forest," Once-ler said and was it Kat's imagination or was he getting a little flustered?

"Truffula Forest?" Kat asked, intrigued.

"Don't tell me you've never been there!" Once-ler said shocked.

"Well, I've seen the Truffula Trees, difficult to live in Greenville and not see them, and the occasional Swomee Swan flying overhead," Kat explained. "I just never bothered to visit Truffula Forest."

"Well, this should be a new experience for you," Once-ler said and then hastily added. "When you come to collect my thneed, of course."

Hopefully, that wouldn't be the only new experience she'd have with him. It wasn't until later they arrived at her apartment.

"Now coming to our final stop! This lovely apartment belongs to Greenville's own Katrina Johnson!" Once-ler announced as Kat got off the wagon. "Thank you for riding Mule Express! Please come again!"

"So, what did you think of the ride?" Once-ler asked.

"It was fine but, next time, don't announce where I live so loudly," Kat said nervously twirling her hair. "I'm not comfortable with strangers knowing my address."

"Right, sorry about that," Once-ler said, about to leave.

"Wait!"

Once-ler stopped the wagon.

"I was thinking that, since you took all this time to get me back home, you could stay for dinner," Kat suggested, nervously shifting her right foot on the ground.

Once-ler turned to her with his eyes wide and his jaw dropped.

"You want me to stay over?" Once-ler asked.

"If it's not too much of a bother," Kat said nervously.

Once-ler cleared his throat.

"No, of course not," Once-ler said as he got off the wagon. "You don't mind waiting a little longer, do you Melvin?"

Melvin angrily grunted.

"On second thought, I wouldn't want to leave Melvin out too long," Kat said, trying to hide her disappointment.

"No, it's all right," Once-ler said, unhooking Melvin from the wagon and saying his next words to the mule. "Go play in Truffula Forest. I'll call you when I'm done."

Melvin immediately ran off, leaving the wagon behind.

"You sure that's wise?" Kat asked skeptically.

"Don't worry, no one's going to steal a beaten wagon," Once-ler said, getting his guitar from storage.

"If you say so."

* * *

Kat led Once-ler up to her apartment.

"Home sweet home," Kat sarcastically remarked as she opened the door.

"It looks nice," Once-ler said hesitantly as he walked into the apartment and looked around.

"Once, it's not going to hurt my feelings if you say that you hate this place," Kat said, rolling her eyes and shutting the door. "So, what do you want for dinner?"

"What have you got?" Once-ler asked, looking around Kat's apartment.

"I've got TV dinners and we can heat up a can of soup," Kat said, looking through her refrigerator and her cabinet. "If you remember that birthday cake I tried to make you, you know I'm a lousy cook."

"If you remember the birthday cake I made you, then you remember that I'm an excellent chef!" Once-ler exclaimed proudly.

"Lucky for you, it would be rude to have the guest cook," Kat said, about to pick up the phone. "So I'll just order us a pizza."

Once-ler immediately ran to the phone and put his hand on the other end of the receiver to prevent Kat from picking it up.

"No!" Once-ler practically screamed and then softened his voice. "I mean, I'd be happy to cook something for you."

"Thanks but, like I said earlier, it's really not necessary," Kat said and was about to pick up the receiver again when Once-ler pushed it down.

"What is with you?" Kat asked, looking at Once-ler skeptically. "It's like you've got something to hide."

"No, I just don't like tomatoes," Once-ler said, pulling on the sleeve of his vest nervously.

"That's it? You don't like tomatoes?" Kat said, putting her left arm on her hip and looking at Once-ler skeptically.

"Yeah, hope that doesn't bother you," Once-ler said nervously.

"There's more to this story but I won't push it," Kat said, going back to the freezer and looking through what she had. "All I have are a couple of fried chicken dinners, you okay with that?"

"Sure, that'll be just fine," Once-ler said, looking around. "How come you have a type-writer but you don't have a car?"

"Because my hands cramp up whenever I write for too long," Kat said, preheating the oven. "It was a business expense. What about you? I never would've thought you, of all people, would smoke dope."

"What's that supposed to mean?" Once-ler asked, putting his hands on his hips.

Kat put her back to the kitchen counter and rested her hands on it.

"I mean that you were Mr. Goody-Two-Shoes," Kat said. "Always obeying the rules and never doing anything wrong."

"Are you forgetting the wine story?" Once-ler asked and then stood proud. "Using the wine as the healing spring, that was all me."

"You just wanted to touch it and leave. I was the one that made you drink it," Kat said. "And that wasn't my first taste of wine."

"That's right, you told me that you used to sneak sips from your parents' wine at night," Once-ler said and then sighed. "All right, I wanted a group of kids to like me in high school so I took it up."

"Seriously?" Kat said as soon as the oven beeped. "You tried it just so a few jerk kids would pretend they like you?"

"At first, but then I found out I enjoyed it!" Once-ler defended like he was ashamed of himself for doing so.

"Good," Kat said, putting their dinner in the oven.

"Why does that even matter to you?" Once-ler asked.

"Because, if you try these things it should be because you want to do it, not to make someone else happy," Kat explained while setting the kitchen timer.

"All right, then why did you start smoking dope?" Once-ler asked smugly.

"Because I heard about its effects and wanted to try it out for myself," Kat said.

"Even though it was illegal?" Once-ler asked with awe.

"There's nothing wrong with breaking a few rules as long as you know where to draw the line," Kat explained. "So there's no need for you to feel ashamed of yourself for liking pot."

"Thank you," Once-ler said smiling like Kat just lifted a heavy burden from him.

Kat looked at the clock and was about to turn on the TV before she turned to Once-ler.

"Do you mind?" Kat asked. "My favorite show's on."

"No, not at all," Once-ler said, taking a seat on the couch. "So, what's your favorite show?"

The opening theme answered Once-ler's question.

"Charlie's Angels?" Once-ler asked, sounding a little shocked. "Your favorite show is Charlie's Angels?!"

"Yeah, I love this show!" Kat exclaimed, taking a seat next to Once-ler. "It's about three women who defy gender stereo-types by becoming badass private investigators."

"Isn't that word a little inappropriate for a lady?" Once-ler said nervously.

"This coming from the guy who sews and knits," Kat said sarcastically.

"You remember that?" Once-ler asked and then quickly added. "There's nothing unmanly about knitting!"

"Then there's nothing unladylike about swearing," Kat shot back.

Once-ler lifted his hands up in defeat.

"Okay, point taken," Once-ler said with a laugh.

As she and Once-ler continued to watch the show, Kat would occasionally turn to look at him. She couldn't help but notice that he seemed a little flustered with the way he was shifting his eyes and adjusting his hat, like he was trying to distract himself.

"So, what do you think about this show?" Kat asked innocently.

"Well," Once-ler said like he was afraid the true answer would anger Kat. "The reason you said earlier."

"And what was that?" Kat asked with a skeptical smile, watching Once-ler put a pillow on his lap.

"It has women with cool jobs?" Once-ler said smiling nervously like he hoped the answer would be good enough for Kat.

"Who are also incredibly gorgeous and run around without a bra," Kat said jokingly.

"Of course not!" Once-ler quickly said. "Why would you think so little of me?!"

"Because I ogle Lee Majors on the Six Million Dollar Man," Kat answered.

Whatever answer Once-ler expected to hear, it definitely wasn't the one Kat gave.

"You mean?" Once-ler said.

"Yes, it's called lust and there's no shame in it," Kat told Once-ler reassuringly. "Everyone who has a sex drive feels it."

"Oh, right," Once-ler said, breathing a sigh of relief but still keeping the pillow on his lap. "That's two burdens you've lifted from me tonight."

"It's what I do," Kat said smiling.

Kat still snuck glances at Once-ler. It was annoying how repressed he seemed to be but, at the same time, it was also kind of cute. Maybe now that he was opening up a little, she might be able to ask him.

"So, which one's your favorite?" Kat asked.

Great, she chickened out again. At this rate, she wouldn't be getting anywhere.

"Farrah Fawcett," Once-ler told her absentmindedly.

"Yeah, she's gorgeous," Kat said. "I'm thinking about doing my hair like hers. Well, as soon as I lose some weight."

"You look great just the way you are," Once-ler told her causing Kat to blush.

Once-ler blushed himself when he realized what he said. "I-I mean, y-y-you-,"

Before Kat knew what she was doing, she put her hand on his shoulders and adjusted her position so they could see eye to eye.

"Kat, what are you-?"

Then she cut him off with a kiss, tasting the leftover chocolate and marshmallow taste from the drink he had at the cafe on his soft thin lips. She knocked the fedora off his head and ran her fingers through his thick jet black hair. Once-ler was shocked but then put his arms around Kat and responded hungrily to the kiss, running his fingers through her hair and getting them caught in a tangle. Once-ler yanked his finger through the tangle, causing Kat to momentarily break the kiss and wince in pain.

"Sorry," Once-ler said with an embarrassed smiled.

"It's all right."

Kat returned to the kiss, pressed her lips deeper into Once-ler's and closed her eyes as every urge she felt for him since seeing him at the diner was being poured into this one action. Then she lowered herself on the couch with Once-ler on top of her as they lifted their legs on the couch. Kat felt her knee hit Once-ler's groin which broke the kiss as Once-ler grimaced in pain.

"Sorry," Kat said, feeling her face turn red.

Then they returned to their kiss. This time, Kat opened her mouth and put her tongue at the entrance of Once-ler's lips. It took him a while, but he finally got what she was doing and opened his mouth to allow her access. Kat's tongue explored every inch of Once-ler's mouth as she was unbuttoning his vest. Once-ler was trying to unbutton Kat's shirt at the same time as they were both moving around, trying to get into position on the couch. Then they both fell on the floor as the kitchen timer rang.

"Sorry!" they both said as they picked themselves off the ground.

Kat ran to the oven and immediately shut it off, trying to catch her breath as she felt sweat on her skin. She turned to Once-ler and noticed that he was every bit as sweat covered and out of breath as she was.

"Kat, I am really sorry!" Once-ler pleaded as he got to his feet.

"You have nothing to apologize for," Kat reassured him as she went back to the living room. "I threw myself at you, remember?"

"I thought you didn't want love in your life."

"I said that I didn't want to get married," Kat corrected, tilting her head up to look him in the eye. "I didn't say that I didn't want lust in my life."

"I said 'love,'" Once-ler said, looking at Kat confused.

"It's only because you think the two are one and the same," Kat explained as she folded her arms under her breasts.

"Aren't they?"

"No, one's an emotion and the other's a simple physical act," Kat said, looking to the closed up window. "People, especially women, think that they have to feel the emotion in order to experience the act and they just end up getting hurt."

"So, where are you going with this?" Once-ler asked, still in a daze.

"What I'm saying is that I enjoy hanging out with you but there's also an attraction that neither one of us can deny," Kat explained as she brushed Once-ler's hair out of his eyes. "You said it yourself, business men don't have time for love but that doesn't mean that they don't have time for lust."

"Of course I have time for that," Once-ler said, laughing nervously. "Especially now that you've explained to me that I don't have to be love to experience it."

"Good," Kat said with a reassuring smile. "What I'm proposing is that we fulfill each other's natural urges and still be free to fulfill our natural urges with other people. In other words, friends with benefits and no strings attached."

"Yeah, I can go for that," Once-ler said with a nervous smile.

Kat smiled back when something clicked in her head.

"Hold on," Kat said as she ran to the bathroom. "I forgot something."

Kat closed the door and pulled a condom out of the drawer. All she could do was stare at it and think. Did she really want to go through with this? That make out session was definitely not what she expected. Would going all the way be a huge disappointment? Then again, she already started this. It didn't make sense to leave Once-ler hanging when she already winded him up. Even if the makeout session wasn't perfect, it still felt so good to have his hands roaming her body, his lips touching hers and she loved smelling his scent, the scent of the Truffula trees. Kat held the condom in her hand and walked out of the bathroom to see Once-ler with his hand in his hair and smiling nervously.

"Kat, I was afraid you changed your mind," Once-ler said, his face turning a bright red. "Not that you're not free to change your mind. If you did I wouldn't-,"

"Catch," Kat said as she tossed the condom to Once-ler. "Just because we're exploring our natural urges doesn't mean we should be irresponsible about it."

**Notes for the Chapter:**

> A/N: Uh-oh, Once-ler lied about being in love with Kat and now she thinks there's no danger of love. If anything, she thinks she relieved him of old-fashioned guilt is getting him to embrace a new way of life. Should Kat have been a little more perceptive or did Once-ler dig his own grave? I hope I did a good job making Kat and Once-ler's make out session seem awkward. I mean, one thinks the natural urges in his body are disgusting while the other's dating life is being a gay guy's beard. Of course their first make out's going to be a little awkward. I also hope my explanation of how Once-ler started smoking pot makes sense and I hope that my casual treatment of issues like pot and sex doesn't bother any of you. If you want to stop reading after this chapter, I'll understand. Don't worry, this fanfic's PG-13 and it's going to stay PG-13. Oh, and I also made a reference to an obscure indie video game series. See if you can spot it. I'm also happy to announce that a fanfic of mine, Twitards Invade the Enterprise is getting translated to German. If you love Star Trek The Next Generation and hate Twilight, feel free to check it out.


	6. Chapter 5

**Notes for the Chapter:**

> A/N: If you remember it from the movie, then I don't own it. I also made an obscure reference to a very popular trilogy. See if you can guess what it is. I'd like to thank Mircosedy from fanfiction.net for beta-reading my fanfic.

Once-ler woke up to find Kat in his arms and leaning her head against his chest. He stroked Kat's hair and smiled at her sleeping form. Then Once-ler carefully removed Kat from his arms, got dressed in the clothes he wore last night that were neatly laid on the couch, and watched Kat as she slept, tossing and turning in bed. When he met her at the cafe, he was expecting Kat to friend zone him or agree to be his girlfriend. He never would have guessed that there was a third option. Once-ler felt bad about lying to Kat but she was attracted to him. Maybe that attraction would lead to love. Then again, maybe Kat was right. Maybe what Once-ler felt for her was simply lust and he mistook it for love. It wouldn't be surprising, considering that he was always taught to suppress his "filthy" urges until marriage. When Kat told him that there was no shame in lust, Once-ler felt like a heavy burden was finally lifted from him. Maybe he would give Kat's way a shot.

Once-ler kissed Kat's forehead and looked around her apartment for cooking ingredients. Just because there was no relationship didn't mean that he should be cruel to her. Unfortunately, Kat had absolutely nothing to cook with. Just some TV dinners, cans of soup, some pots which Once-ler guessed was for warming up the soup, bags of cookies, potato chips, a bag of chocolate chips, cereal and a few boxes of meal bars.

Kat's cleaning skills could also use some work. The trash was full and looked like it hadn't been taken out in weeks, the sink was filled with dirty dishes and, when Once-ler looked through Kat's refrigerator and cabinets, nothing was organized. Kat just threw everything in there with reckless abandon. So Once-ler would have to clean and do some grocery shopping before he could make breakfast for her. Once-ler wrote the stuff he needed for pancakes on a list and looked around Kat's apartment once more. If he was going grocery shopping, he might as well pick up a few things Kat needs. Then another thought occurred to him. What if Kat woke up while Once-ler was gone and thought he'd abandoned her? Once-ler grabbed another paper and wrote a note, easily fixable. He'd be out of the apartment as soon as he finished doing some cleaning.

* * *

Kat woke up to the sound of the alarm going off in the kitchen, last night's events replaying in her head. After two years of preparation and planning, she finally had sex and it wasn't what she expected. She dug her head deeper into her pillow, hoping the sound would stop on its own and she could go back to sleep. Eventually, she got up and shut that blaring noise off. Then she put on a robe from the closet and wondered where Once-ler was until she read his note.

Dear Kat,

Gone to get groceries so I can make you breakfast. Also did a little cleaning, hope you don't mind.

Once-ler

Kat yawned and thought it was nice of Once-ler to want to cook her breakfast so bad and to do some chores for her. She was planning on getting around to doing the chores herself but she didn't have the time. At the moment, she was fighting every urge to go back to bed by getting the coffee machine started and looking over her mail. Just a notice about the rent, a notice from her gynecologist about another uncomfortable appointment (at least now she was getting the benefits), the latest issue of Ms. Magazine and a whole ton of junk.

Kat grabbed the tape recorder and placed it right next to the typewriter. Then she took a seat in the chair in front of it, played the tape recorder and listened to what she recorded in her last circle meeting.

"I'm telling you, the Greek Gods were aliens. They occupied Earth a long time ago and now they're watching, waiting for our weak point so they could strike," She heard herself say in a dopey relaxed voice.

"Gene Roddenberry already beat me to that one," Kat remarked while typing. "Still, maybe I can put my own original spin on it."

"Maybe they already did and this world is an illusion," Ryan said, his voice also sounding more relaxed and dopey. "They're feeding off of our body heat while we innocently live out our lives."

"Maybe there's this secret group of humans who freed themselves and are trying to stop them," A voice Kat guessed was Ryan's boyfriend said, who Kat never really got acquainted with.

"A group of freed humans try to save people from a virtual reality constructed by aliens," Kat summarized. "Somehow, I don't see that catching on."

"As long as they don't scratch my new car, I couldn't car less," Another voice that must have been Maria's ex-boyfriend said. "That's funny, I couldn't car less!"

The whole group laughed, which made Kat wonder just how incredibly stoned they were at this point.

"I so want a car, or a microwave," Kat heard herself say. "Either one would be cool."

"Go with the microwave," Maria advised. "Cars are destroying the environment. Not to mention the price for gas is outrageous."

"Yeah, stupid gas shortage," Ryan agreed. "Next thing you know, the government will have us paying for our own oxygen."

Oxygen becoming so rare that only the rich can afford while the poor are left to rot. There was an idea that Kat immediately typed down.

"There is no gas shortage," Ryan's boyfriend said. "It's all a lie. There's this guy who invented a car and it runs on water. You put water in the engine instead of gas, and the government's keeping it a secret because we'll use up all the water."

"I feel like I've heard that somewhere before," Kat said as she continued listening.

"I watched a Leave it to Beaver rerun today and it was awesome," Maria said.

"The show about the perfect family that no one has in real life?" Kat asked. "Who likes that show except deluded dreamers?"

"No, there's something else going on," Maria said. "You know how the whole family's afraid of Ward Cleaver?"

Maria dramatically paused before she answered.

"It's because he's secretly beating that whole family into submission!" Maria exclaimed. "Why do you think they're so perfect and loving all the time?!"

Kat typed "Seemingly perfect 1950s suburban family with a dark secret" on her typewriter. Then she stopped the tape recorder when she finished her coffee and went to the bathroom to start the shower up.

* * *

Once-ler came back with some groceries and cookware and, after putting up the groceries, he started cooking the pancakes, remembering to add chocolate chips. He was mixing the ingredients in a bowl when the door opened and a man walked in with a sleazy grin.

"Looks like Kat's date turned out better than she expected," the man said. "So, what's your name?"

Once-ler momentarily abandoned the mixing bowl to get another bowl.

"Once-ler," Once-ler said while mixing the dried ingredients.

The man got a meal bar out of the cabinet, took a seat on the couch and turned on the TV, munching away.

"So, you're the Once-man," Billy said, trying to throw the wrapper in the trash can and missing by a few inches. "Great to see you again."

"Sorry, I don't remember you," Once-ler said, mixing the wet ingredients with the dry ingredients. "Shouldn't you pick that up?"

"It's me, Billy, Kat's brother?!" Billy exclaimed like the idea of forgetting him was pure blasphemy. "You forgot about me?!"

Once-ler added the chocolate chips to the bowl as it clicked in his head.

"I remember, you're the guy who stole my mom's fox fur boa as a gift for his girlfriend," Once-ler recalled as he put a skillet on the stove and greased it.

"That was me," Billy said with a proud smile. "By the way, how is your mother?"

"I really think you need to pick up that piece of trash on the floor," Once-ler said, pouring the pancake batter in the skillet.

Billy sighed exasperatedly.

"It's Kat's apartment, she can clean it up," Billy said. "So, what about your mother? What's her number?"

"You're the one who made the mess," Once-ler insisted, flipping the pancake as he heard it boiling. "Aren't you the least bit concerned that there's a strange man in your sister's apartment?"

There was no way in hell Once-ler was giving his old phone-number to Billy. To Once-ler's surprise, Billy shrugged.

"I'm glad Kat finally lost it," Billy said. "Now she can stop getting jealous every time someone else talks about their sex life."

Once-ler paused as the smell of fermented buttermilk mixed with melted chocolate chip filled the room.

"What do you mean?" Once-ler asked.

"She's been planning on popping her cherry for awhile," Billy said, rolling his eyes. "Or, as she calls it, 'protesting in the name of free love.'"

"So, Kat's a feminist?" Once-ler asked, putting the well-done pancake on the plate.

"Big time," Billy said annoyed.

Once-ler poured another batch of pancake dough in the skillet as he remembered Isabella watching news reports and complaining about the whores on TV. The ones that were protesting for equality among the sexes, partying in the name of free love and refusing to wear a bra. Kat was almost the type of woman Isabella hated.

"She still wears a bra," Once-ler said aloud as he flipped the pancake.

"For now," Billy said scoffing. "Then again, Kat's all talk."

"What do you mean?" Once-ler asked as he put the finished pancake on top of the last one.

"I mean that she's had offers before you and she kept turning them down," Billy explained.

Once-ler remembered what Kat said in the cafe about the guy who wanted her to prostitute herself so she could get published.

"It's because I have standards," Kat said, exiting the bathroom fully dressed in her waitress uniform and her hair already brushed yet still looking a little damp. "Unlike you, who would do it with any woman that's willing and able."

"I thought you'd stop criticizing me now that you're getting laid," Billy said bitterly.

"No, I still think you're repulsive, irresponsible, and disrespectful to women," Kat said, folding her arms under her chest. "And pick that up."

"Pick what up?" Billy asked.

"That piece of trash you threw on the ground," Kat said, pointing to the crumbled up wrapper on the floor. "Pick it up."

"Your boyfriend was the one who threw it, not me," Billy said, pointing at Once-ler.

Great, it was time to play pin the blame on Once-ler and watch him get scolded, a game Brett and Chet knew all too well.

"He's not my boyfriend," Kat said, putting her left hand on her hip. "And do you honestly expect me to believe that the guy who cleaned my apartment, did my grocery shopping and is now cooking breakfast-" Kat turned to Once-ler and her voice softened. "Which I really appreciate, by the way." Kat's voice got harsh as she turned her attention back to Billy. "-left a piece of trash on the floor? Just how _stupid_ do you think I am?"

It looked like Kat didn't want to play.

"Fine, if it pleases her royal highness of the apartment," Billy said, getting up from the couch and throwing the wrapper in the trash can, making a big show of being in pain.

"What horrible back-breaking labor," Once-ler said sarcastically, putting five pancakes on two plates, grabbing a couple of forks and setting everything on the coffee table.

Billy would not have lasted one second in the Once-ler household. Kat took a seat on the couch and looked at the pancakes with deep fondness.

"You remembered that I like chocolate chip," Kat said.

"Of course I did," Once-ler responded. "It's still your favorite, isn't it?"

"Yeah, I just didn't think you'd remember," Kat said as she cut a piece of the pancake off with her fork.

Kat took a bite of the pancake and swallowed it.

"Did you like it?" Once-ler asked.

"Like it?" Kat asked with disbelief. "I love it!"

"Really?!" Once-ler said perking up.

"Yeah, these are the best pancakes I've ever had!" Kat exclaimed, biting into them like she was starving and it was the first food she's seen in months. "You clean, you cook and you grocery shop. Marry me!"

Once-ler felt himself turning a bright red, something Billy took notice of. Then Kat started laughing.

"I'm kidding!" Kat exclaimed. "Don't worry, I'm not getting all sentimental on you."

"That's a relief," Once-ler said with a nervous laugh.

"How come I didn't get any?" Billy asked.

"Sorry, I didn't know you'd be here," Once-ler said, slightly annoyed.

"Seriously, Kat, you couldn't tell your boyfriend that your own brother was living here?" Billy asked, sounding hurt.

"He's not my boyfriend!" Kat insisted. "And you're not living here. You're only staying here temporarily until you get your own place."

"You mean until Peg takes me back," Billy said, getting a bowl of cereal from the pantry.

"Yeah, whatever," Kat said, like she highly doubted that would happen. "The point is, you're not living here."

"So, I saw a tape that said something about a circle meeting," Once-ler said before Billy could respond and taking a bite from his pancakes. "What does that mean?"

"Ryan, Maria and I like to gather a few friends, sit around a circle and pass a pot stick around," Kat said, continuing to eat her pancakes. "You should come."

"I'd love to!" Once-ler said excitedly and then toned it down. "I mean, if they don't mind having me."

"They're always inviting people anyway," Kat said, continuing to eat. "It's time I invited someone for a change."

"What about me?" Billy asked, pouring himself a bowl of cereal.

Kat sighed exasperatedly.

"You invited yourself," Kat corrected.

"You have to admit, it's the first time you and I actually got along," Billy said, pouring milk in his cereal.

"Okay, that's actually true," Kat said.

Kat glanced at the clock and immediately put her empty plate in the sink.

"Sorry, but I've got to run," Kat said, getting up and heading for the door. "My shift's about to start."

"So soon?" Once-ler asked.

"You remember my boss," Kat remarked disdainfully.

"Right, the one that yelled at you," Once-ler said regretfully.

"It wasn't your fault, he's always like that," Kat reassured him. "And that was one of his better days."

"What do you mean?" Once-ler asked.

"One time, I sprained my ankle on a toy a baby threw on the floor and he still made me work the rest of my shift," Kat said angrily. "Bye and thank you for everything you've done."

Once-ler was about to clean up the mess he made before Kat stopped him.

"No, don't," Kat said.

"I made the mess, it's the least I can do," Once-ler insisted.

"You've done more than enough during your short stay here," Kat said as she opened the door. "Besides, don't you have to sell your thneed?"

"Okay, I won't do anymore cleaning," Once-ler said as Kat turned to Billy.

"Billy, do you have any plans for today?" Kat asked.

"No," Billy said while munching on his cereal.

"Good, you can clean the kitchen," Kat told him and left.

"Another command from her royal highness," Billy said sarcastically. "You'd think I was still married."

Once-ler was ready to leave himself until Billy stopped him.

"Where are you going?" Billy asked.

"I'm off to sell my thneed," Once-ler said excitedly as he grabbed his guitar.

"Your what?" Billy said, looking up from his cereal.

"My thneed!" Once-ler put his guitar down, took his scarf off and did the same demonstration of the product that he did with Kat.

"That's pretty neat," Billy said as he finished his cereal and left the empty bowl on the kitchen counter. "How many customers you got so far?"

"One," Once-ler said, falling into a slump.

"Let me guess, Kat," Billy said absentmindedly. "Speaking of Kat, I've been meaning to ask you why she says you're not her boyfriend when she slept with you?"

"I don't think Kat would want me telling you this," Once-ler said hesitantly.

"Come on, I'm her brother," Billy said reassuringly. "If Kat can't trust me, who can she trust?"

Billy did have a point. Kat did seem irritated with him but Once-ler was sure that they loved each other, deep down.

"Kat and I have a friends with benefits deal," Once-ler said standing proudly. "No emotions, just sex."

"Whoa, way to go!" Billy cheered and punched Once-ler on the arm, something Brett and Chet did quite often though, thankfully, Billy didn't have their upper body strength.

"You do realize that I just said I was sleeping with your sister," Once-ler said, putting his hands on his hips and unable to believe Billy's apathy about the whole situation.

"And I told you earlier that I don't mind," Billy explained. "She's an adult and you're one of the least dangerous guys on the planet."

"Um, thanks," Once-ler said as he tilted his hat, unsure how he should feel about that.

"So, did she like it?" Billy asked.

"Well," Once-ler said hesitantly. "After we were done, she said it was great."

Billy's face fell.

"That's it?" Billy asked. "Just 'great?'"

"Yeah," Once-ler said grinning. "That means she liked it right?"

Billy shook his head.

"Hate to break it to you but she hated it," Billy said.

"She, what?" Once-ler said as his entire world came crashing down. "But she said it was great! Why would she lie to me?!"

Once-ler took a seat on the couch and buried his face in his hands. Great, Kat would call the whole thing off because he didn't know what he was going. She'd never want to see him again. Was this his punishment for not waiting until the wedding day? Billy put a comforting hand on Once-ler's shoulder, bringing him out of his depressing thoughts.

"Don't worry, we're all bad at first," Billy said reassuringly.

"Really?" Once-ler said perking up.

"Yeah," Billy said. "You just need to practice and you'll get better."

"You think so?"

"Trust me, even I wasn't any good at first," Billy said. "Now women can't get enough of me."

"So, all I have to do is practice and Kat will want me and only me?" Once-ler said with a huge smile on his face which disappeared instantly. "That sounded way more creepy than I intended."

"Okay, what exactly are the terms here?" Billy asked.

"I told you we're friends with benefits," Once-ler explained. "We're also allowed to see other people on the side."

"That's great!" Billy exclaimed.

"How is that great?" Once-ler asked, turning his attention to Billy.

"Didn't you say that you wanted to get so good that Kat will never want another man?" Billy asked. "You want to get good, you can't practice with just Kat alone. Other women need to show you the ropes."

Once-ler thought about it and Billy did have a point. When his father, David, first bought him a guitar, he had to try out a whole bunch of different kinds before he found the one that was for him. Still, he only needed to practice on one guitar and he only needed one instructor to get good. Besides, Kat wasn't a guitar and there was a small part of him that still felt that she was the one. Another part was telling him that it was just raging hormones and it would go away, like Kat told him it would.

"Thanks but no thanks," Once-ler answered. "I don't know about the future but, right now, Kat's the only one for me."

Once-ler got off the couch and made his way to the door.

"Well, if you change your mind, feel free to dial me up," Billy said smiling. "I just hope Kat feels the same way."

Once-ler paused and turned to look at Billy.

"What do you mean?" he asked, fearing the worst.

"Kat said that you're both free to see other people, right?"

"Yeah."

"That means it's not just you who's allowed to play the field," Billy explained. "What if Kat found a guy who was amazing in bed? She'd call the whole arrangement off."

Billy had another good point. What if Kat got a better offer and left Once-ler? Maybe it was because he was in love with Kat, or maybe it was growing up in an environment where he was told that he'd never amount to anything but he didn't want Kat to leave him.

"I'll think about it," Once-ler said. "Kat already gave me the number."

"If you ever need a wingman, I'll be happy to help," Billy said cheerfully. "I'll even buy a sneed from you as a sign of good faith."

"You mean a thneed," Once-ler corrected.

"Yeah," Billy said.

Once-ler was about to leave when Billy called him back.

"Any chance you can clean the kitchen before you go?" Billy asked.

"I thought Kat asked you to do it," Once-ler said, his hand on the doorknob.

"Yeah but I'm hopeless at cleaning," Billy said sheepishly.

"I'll show you how to wash a dish and you can take over from there."

"Actually, ever since Peg threw me out, I haven't been able to concentrate," Billy said in a melancholy tone. "She's my ex-wife."

"Oh," Once-ler said, lending a sympathetic ear. "That must be rough."

"That's not even the worst of it," Billy began. "Peg won't even let me see my daughter, Carrie."

"So, Peg's your fourth wife?" Once-ler asked, remembering what Kat told him at the cafe.

"Yeah, my first three were so angry with me that they won't even let me anywhere near their children, _my_ children," Billy explained, looking out the window. "I can't have the same thing happen to me a fourth time."

Once-ler turned the sink on.

"Well, why did your first three marriages fail?" Once-ler asked as he was washing a dish.

"Mainly because I couldn't hold down a job," Billy said. "So I thought I could be the first ever house husband, you know, cooking and cleaning. Turns out, I suck at that too."

"I'm really good at that stuff," Once-ler said. "Maybe I could help you win Peg back."

"Look, I appreciate the offer but I really don't want to impose on you," Billy told Once-ler. "Especially with you working so hard to sell your thneed."

"I don't mind," Once-ler insisted. "You've offered to help me with Kat. The least I could do is help you with Peg."

"Okay, I'd really appreciate it," Billy said with a smile.

Once-ler continued washing dishes as he thought about how Billy was nothing like how Kat described him when they were children. She always said that he was selfish, lazy and always invaded her privacy. Now, Billy was offering to help him with Kat and didn't even ask Once-ler to help him with Peg and Carrie. This was definitely not the same guy who hit on Isabella years ago.

**Notes for the Chapter:**

> A/N: Well, what do you think? Has Once-ler made a new friend or is Billy using him for his own gain? I hope I didn't make Kat out to be a complete bitch in her conversations with Billy. I stole the circle from That 70s Show as well as the line about the car that runs on water. It was my first time writing stoners, so I hope I did a good job. Read and review, as usual, and don't be afraid to be honest with me about what you think.


	7. Chapter 6

**Notes for the Chapter:**

> A/N: If you remember it from the movie, I don't own it. I'd like to thank mircosedy from fanfiction.net for beta-reading my fanfic.

When Kat arrived at the diner, Dan gathered all the waitresses, cooks and busboys to make an announcement.

"What's going on?" Kat whispered to Maria as she took her place in the audience standing right next to her.

"Dan got a few complaints and he's addressing them," Maria explained in a whisper.

"Only a few?" Kat said scoffing.

"So, how'd your date go last night?" Maria asked.

"Well, we had a nice chat at the cafe, I took him back to my place and, long story short," Kat said the next thing with a smile and made her voice high enough to be excited but still at a whisper. "I'm not a virgin anymore!"

"Great, now you can stop getting jealous every time Ryan or I talk about our sex lives," Maria whispered back.

Maria and Kat tuned Dan out as he continued talking.

"You know, you're the second person who's said that today," Kat remarked.

"Where many women treated their virginity as a precious gift, you treated yours like a disease," Maria said.

"Yeah, imagine if I'd still been a virgin at 25," Kat said with a small laugh. "At least now I can say that a struck a blow for women everywhere!"

"Kat, you just had sex. You didn't end world hunger," Maria said rolling her eyes.

"And, thanks to me, women everywhere will be able to treat their sex lives in the same manner you and I do," Kat explained. "I can see it now, I'm a famous writer who never married and had no children, just one fling after another. Introducing a new way of life for women who want to be more than a barefoot and pregnant housewife."

"I still say you're making a big deal out of nothing," Maria told Kat.

"It may not be a big deal to you but it's a big deal to me," Kat defended. "I just want to ask you something.

"What?"

"How was..." Kat began, unsure of how to ask this. "What was your first time like?"

"Well, I was 16-," Maria began in contemplation.

"16!" Kat exclaimed astonished.

That certainly got Dan's attention.

"Kitty, Maria," Dan said, turning to them. "Is there something you want to share with the rest of us."

"We were just talking about how great it was to work for such an amazing boss like you!" Maria said, the false flattery in her voice evident to everyone except Dan.

"Carry on," Dan said, flattered by Maria's words while everyone else looked at her in disdain.

Dan returned to his speech.

"Compared to who, Satan?" Kat whispered sarcastically.

"No, Dan's what Satan aspires to become," Maria responded with equal sarcasm, causing Kat to quietly laugh. "Why are you so shocked that I lost it at 16?"

"You always told me that you've been having drinking contests since you were 14," Kat defended.

"Yeah, I started partying at 14," Maria explained. "I didn't lose my virginity until I was 16."

"Oh, glad we cleared that up," Kat said blushing. "How was it?"

"Awkward," Maria said. "I take it your first time was too."

"Yeah," Kat said, disappointment evident in her voice. "But here's the strangest thing. I still want to do it again."

"Trust me, that's not all that strange," Maria informed Kat. "Sex is just like any other activity. You want to get good at it, you have to practice."

"Thanks, I'll keep that in mind."

"So, are you and the bard going out?" Maria asked.

"Kind of," Kat said hesitantly.

"What do you mean kind of?"

"I mean, it's not so much dating as friends with benefits."

"Friends with benefits?" Maria said disapprovingly.

"I enjoy hanging out with him and neither one of us want a relationship," Kat explained. "It was the perfect solution."

"You're sure about this?" Maria asked.

"Yes," Kat said. "I made absolute sure that Once-ler wasn't looking to fall in love."

She had to undo some damage regarding his repressed Puritan beliefs about sex but Kat didn't think Maria had to know every detail. At this point, Dan said something that caught Kat's attention.

"I've also been getting complaints about sexual harassment from the female employees regarding customers and male employees and here's my advice," Dan began. "Stop wasting my time, ladies. You're wearing tight uniforms, how do you not expect to get grabbed?"

"The tight uniforms he forces us to wear," Kat said sarcastically, disgusted but not the least bit surprised by her boss's chauvinism. "So, what did you do last night?"

"Furniture shopping for my acupuncturist place," Maria answered with a smile. "And I met the cutest furniture salesman."

"Oh, really?" Kat asked intrigued. "What's his name?"

Maria seemed hesitant to give that information.

"Promise you won't laugh?" Maria asked.

"I promise."

"His name is Tony."

Kat fought back every urge to laugh and ended up breaking her promise.

"Sorry, but Tony and Maria?" Kat said in disbelief. "Do you have any idea how many West Side Story jokes I can make?"

Maria rolled her eyes.

"Can you hold them in?" Maria asked. "At least until work's over?"

"I'll try but I'm not making any promises this time."

* * *

"The thneed is good, the thneed is great!" Once-ler sang as he strummed his guitar and poured every emotion into the words.

This would be the day, he could feel it. People will finally see what the thneed was capable of. Isabella would be proud of him, the rest of his family would finally respect him and maybe, just maybe, he would win Kat's love. Then a little girl grabbed his guitar out of his hands and smashed it to the ground while everyone cheered. Then the tomato throwing from yesterday started up again. He never understood why the crowd could spend $3.98 on one tomato each but wouldn't shell out a single penny for his invention.

Once-ler grabbed his guitar from the girl and took Melvin, who returned to him this morning, with him to return to Truffula Forest.

"All right, I didn't get any sales today but that will change tomorrow!" Once-ler said optimistically.

Melvin grunted in disbelief.

"Third time's the charm," Once-ler said.

Maybe it was better that they weren't popular. He already promised the Lorax he wouldn't chop down anymore trees, so it wasn't like he could make another one. While contemplating the thneed, Once-ler stopped at the diner, watching a customer yell at Kat through the windows and Kat just standing there and taking the abuse. Maybe he should pop in there and give her some moral support or at least tell her that she might not get a thneed. Then he caught a slight reflection of his tomato covered self in the window and quickly moved away before Kat turned around. He continued walking with Melvin in tow, deciding that it would be best if Kat didn't see him like this. He also didn't like seeing the same girl who took charge by teaching him that you didn't have to fall in love to satisfy your lust and refused to take any of Billy's crap being a whimpering doormat to her boss and the customers. Besides, maybe telling her that he might be giving up on his thneed idea while she's working a job that she hates wasn't the best idea. That's when the answer to his thneed problem came to him. He didn't need the Truffula trees, he only needed the tufts. Maybe there was a way to remove them without chopping down the trees. If lust could exist without love, then he could most definitely find a way to remove the tufts without breaking his promise to the Lorax. He was on his way to Truffula Forest when he heard a familiar voice.

"Looks like Greenville's found a new village idiot," Billy said.

Once-ler turned to face him.

"What do you mean new?" he asked as Melvin snapped at Billy. "Melvin, be nice, this is Kat's brother."

That calmed Melvin's demeanor, slightly.

"Let's just say that this isn't the first time Greenville's singled someone out for humiliation," Billy explained.

Great, as far as Greenville was concerned, Once-ler was on the same level as Billy. Then he felt bad for having such a thought. Billy was trying to change and, at least now, Once-ler'd have someone to relate to.

"You mean they used to throw tomatoes at you?" Once-ler asked. "Sorry you had to go through that."

"It wasn't that bad," Billy said nonchalantly. "You'd be surprised how many women fall for the self-pity act."

Great, so Billy hadn't changed from the selfish and lazy scumbag Kat described to Once-ler when they were children.

"This was before you met Peg, right?" Once-ler asked, giving Billy the benefit of the doubt.

"Yeah, of course," Billy said smiling. "I'm not the same man I used to be."

"Well, thanks for comforting me," Once-ler said, about to leave with Melvin. "Now, if you'll excuse me, I have to go make some thneeds."

"Can't you do that later?" Billy asked. "Peg's coming home soon and you promised to help me out."

True, Once-ler did say he would help Billy out. Still, he did have a business to run. Well, he would have a business to run. Then again, he could worry about the thneeds another time. Billy had to make up with his family as soon as possible.

"All right, what do you want me to do?" Once-ler asked as he followed Billy to his house with Melvin trailing behind them.

"I was hoping you could make dinner and do a little cleaning," Billy explained. "We have all the ingredients for pancakes and could you add banana to them? That's Peg's favorite."

The exterior of Billy's old house was one-story with yellow brick walls, a round wooden door with a couple of windows on each side. Billy tried unlocking the door with no success.

"Changed the locks, I should've known," Billy said as he bent down to find another key under a nearby stone and used it to unlock the door.

The interior of the house was white walled with yellow carpeting. The living room was your basic set up with a white couch, a television on a stand, a dining room table with a white tablecloth and four chairs surrounding it, a glass coffee table that made Once-ler cringe and an empty wooden crib. The kitchen had checkered tiles that were all the same color, light gray, with white walls, a white refrigerator leaning on the left wall of the kitchen with a bar in the middle surrounded by bar stools. The sink only had a few dirty dishes in it.

"You're in luck," Billy said. "Looks like Peg already cleaned up a bit while I was gone."

"All set to teach you how to make pancakes," Once-ler said happily as he placed a couple of skillets on the stove and placed on the ingredients on the bar table along with a couple of mixing bowls.

"I'll worry about the wet ingredients and you worry about the dry ones," Once-ler instructed.

"Yeah, about that," Billy said putting his hands in his pockets. "I was thinking you could do the whole thing and I'll learn strictly by observation."

Once-ler took Billy at his word and wiped the leftover tomato off with a hand towel in the kitchen and got to work on the banana pancakes, using the same recipe he used for the chocolate chip ones only using chopped up bananas instead. When the pancakes were done, Once-ler put them on a plate and put them on the dining room table.

"Thanks, I really appreciate it," Billy said as he heard the door open. "Looks like you'll have to leave out the back door."

Once-ler ran to the back door and had his hand on the knob when he heard an angry feminine voice he assumed belonged to Peg.

"What the hell are you doing here?!" she demanded.

"Peg, I made you dinner," Billy said in an innocent tone.

Once-ler couldn't believe this. Billy was taking credit for his pancakes.

"You made dinner?" Peg said suspiciously. "You won't even get up from the couch long enough to heat up a TV dinner and I'm supposed to believe this is homemade?"

"Genuinely homemade pancakes," Billy said apologetically. "It's to show you how sorry I am for the way I treated you and not realizing how lucky I was to have you and Carrie in my life."

"From the same guy who said that women should be slaves of the household while the men just sit back and do nothing?" Peg asked skeptically.

"No, I said that I supported the women's movement because now you can bring home the bacon, put it a pan and never let me forget I'm a man," Billy said finishing that with a humorous laugh. "The point is, from now on, I'm going to pull my own weight around here and it starts with making you dinner tonight."

First Billy tricked Once-ler into making him dinner and now he was taking the credit for it and using it as a sign that he's changed. Once-ler was beginning to think Kat was right about him.

"Well, if you're going to start contributing to the household, I-," Peg began. "Did you put bananas in these pancakes?"

"Yeah, they're your favorite."

"No, blueberries are my favorite!" Peg said, losing her temper. "I'm allergic to bananas, remember?!"

"Well, I remembered bananas," Billy said, trying to salvage this.

"You've been married to me for two years and you forgot that I was allergic to bananas?!" Peg exclaimed. "I knew it, you're the same lazy, selfish, piece of crap you've always been!"

That was Once-ler's cue to leave, which he gladly took. Once-ler went through the backyard gate all the way to the front of the house to see Billy outside the door.

"You took credit for my pancakes and you forgot that your wife was allergic to bananas?" Once-ler asked, finding this hard to believe.

"Look, I was desperate to get Peg to forgive me. I was going to put the skills I learned to good use," Billy justified. "Besides, you can't remember everything about the people in your life."

"I remembered that Kat loves chocolate chips," Once-ler pointed out.

"Clearly, you have a better memory than I do," Billy said sarcastically. "Don't you have a thneed to make?"

Once-ler returned to Truffula Forest, not wanting to get into an argument with Billy. Once-ler put the incident out of his mind and focused on the tufts. How could he get them down without chopping down the trees? As soon as it came to him, Once-ler ran to his cottage and drew a device on his sketchpad. This would be perfect.

**Notes for the Chapter:**

> A/N: What do you think? I was going to add the thing about Billy and Peg in a later chapter, but what I had was only four pages long. Anyway, read and review and, if you have any suggestion for voice actors or theme songs for any of my characters, let me know. Also, don't forget to be honest in your review as long as you're polite about it.


	8. Chapter 7

**Notes for the Chapter:**

> A/N: I want to thank Mircosedy for beta-reading my fanfic.

When Once-ler finished his tuft pulling device, he immediately set out to the Truffula trees only to be stopped by the Lorax.

"Okay, Beanpole, what are you up to?" The Lorax asked, crossing his arms over his chest.

"I'm getting some tufts for my thneed," Once-ler said happily.

The Lorax put himself in front of the Once-ler and held an arm out to stop him.

"No, you remember the deal," The Lorax said. "You can't chop down anymore trees."

"I won't be chopping down any trees," Once-ler said as he ran past The Lorax and used the device to tug the tufts off of the Truffula tree, astonishing the Lorax. "Okay, that works."

Apparently, the Lorax didn't care what Once-ler did as long as the trees didn't suffer for -ler gathered the tufts off of the ground and took them to his cottage. There was just enough for one thneed. He immediately got to work and called Kat when he was done.

"Hello?" Kat's voice said as soon as she picked up.

"Kat, it's me, Once-ler," Once-ler said, trying to contain his excitement. "I just finished your thneed."

"That's great, Once!" Kat said. "How much do I owe you?"

"Owe me?" Once-ler responded shock. "You don't owe me anything."

"Once, I'm not so broke that I can't afford a thneed," Kat said reassuringly and added the next thing in a joking manner. "Unless you're charging $100 a piece for them."

"No, nothing so outrageous!" Once-ler said in shock. "Though, if you insist, you could pay me a little something in return."

"Once, just because I'm sleeping with you doesn't mean I'm going to prostitute myself for a thneed," Kat said. "The only possible way I would ever prostitute myself is if the world entered an apocalyptic situation."

"Kat, I would never ask-!" Once-ler began, surprised that Kat would expect the worst from him like that. "Wait a minute, you mean you would prostitute yourself?"

"Well, I have to eat and I don't have any other skills."

"I think you might have more survival skills than you know," Once-ler reassured her. "And I would never make you prostitute yourself for anything."

Kat laughed.

"Would you relax?" Kat said. "You really need to learn how to take a joke."

"I think your sense of humor might be a bit much for me," Once-ler responded. "Anyway, I was hoping that you'd bring one of your stories here in exchange for a thneed."

"Really, Once?" Kat said. "A story for a thneed?"

"My work for yours," Once-ler said with a smile. "I don't know about you but I'd call that a fair trade."

"Okay, if you say so," Kat responded. "I'll be there in a few."

"Looking forward to it," Once-ler said.

* * *

When Kat arrived in Truffula Forest, holding a stack of papers to her chest, she saw the swomee swans giving flowers to other swans, the humming fish presenting pearls to other humming fish like they were engagement rings, and the bar-ba-loots singing to other bar-ba-loots on tree tops and jumping into the singing bar-ba-loots' arms. Melvin was lying on the grass, lazily observing the whole scene.

"Hey, Melvin," Kat said, smiling. "You'll forgive me if I don't pet you, but my hands are kind of full right now."

Melvin gave Kat a happy grunt in acknowledgement. Kat saw two bar-ba-loots, one fat and one normal sized, singing to a bar-ba-loot wearing red lipstick, a flower in her hair and blowing bubbles from a bubble blower. Okay, weird, but Kat heard of stranger thingshappening in Truffula Forest. The fat one and the normal one kept pushing each other out of the way and singing to the flower haired bar-ba-loot on top of the tree.

Then the strangest thing happened. The normal sized bar-ba-loot summoned swomee-swans to gather around him and provided backup as he danced and sang. Kat's eyes widened and her mouth dropped open to from a huge O. If that wasn't shocking enough, the fat bar-ba-loot called the humming fish to provide back up while he sang and danced. Then the normal sized bar-ba-loot grabbed a megaphone out of nowhere and rapped into it. Kat was so shocked, she was surprised she didn't drop her story on the ground. If Kat didn't know any better, she would've sworn she was high. Of course, that would be impossible because nothing she was on would make her hallucinate and she didn't take anything from strangers. Then the bar-ba-loot with a flower in her hair jumped between the fat and normal sized bar-ba-loots and sang her own song that attracted a third small bar-ba-loot. The bar-ba-loot with a flower in her hair took the small bar-ba-loot's hand and walked off with him.

"What the hell was that?!" Kat exclaimed, still recovering from the shock.

"Hey, Kat!" Once-ler shouted from behind her.

Kat turned around to see Once-ler at the door of what appeared to be a hybrid between a tent and a cottage.

"I just saw the strangest thing," Kat tried to explain. "The animals broke out into a song and dance number! It was like something out of a Disney movie! Oh, and here's your story."

Once-ler laughed as Kat handed him the papers in her hands.

"Yeah, they do that sometimes."

"So, around here, this is normal?" Kat asked, still having trouble comprehending all this.

"Yeah, pretty cute, huh?"

Kat replayed the scene she witnessed in her head.

"So, you live here?" Kat asked.

"Yeah," Once-ler said, tilting his hat sheepishly. "Do you like it?"

"Do I like it?" Kat said frozen in shock when a smile shot across her face. "I love it!"

Once-ler stared at her.

"Really?"

"Yeah!" Kat exclaimed, hugging Once-ler. "It's beautiful, the animals are adorable and the scent's incredible!"

Kat put her arms up and did a twirl, inhaling the scent of the Truffula Trees.

"My apartment smells like crap, the wallpaper's falling off and the only wildlife I get is a cockroach infestation," Kat said, putting her hand on her head and trying to regain her balance. "I want to move here!"

"Whoa, nobody's moving in here," a scratchy annoying voice said. "Beanpole, what's this female doing here?"

"This is Kat," Once-ler answered. "She wanted to buy my thneed."

Kat turned to where the voice originated to see a small orange puff of fur with legs and a mustache and forgot her anger from before.

"Aww, who might you be, little guy?" Kat said, bending down to be at eye level with the cute creature and putting her hands on her knees.

"I'm The Lorax, guardian of the forest, speaker of the trees?" The Lorax said, bewildered. "You seriously don't know who I am?"

"I thought Mothra was the guardian of the forest," Kat said, standing straight up and deep in thought.

"No, Mothra was the guardian of earth," Once-ler explained. "Her two fairies were the ones that spoke for her."

"Who's Mothra?" The Lorax asked.

"She's a giant flying moth who wreaks havoc on anyone who abducts her fairies but will protect the earth from a greater threat," Kat explained.

"Thanks for the info, Cloud," The Lorax said, looking at Kat like she was nuts.

"Cloud?"

"It's because you've got your head in the clouds," The Lorax explained irritably.

"I suppose it's better than Kitty," Kat said in contemplation. "Nice to meet you, Lorax."

"Yeah, just don't chop down any trees and we're good," The Lorax said, keeping an eye on Kat.

"Hey, Kat, you came here for a thneed, right?" Once-ler asked.

"Yeah, of course," Kat said as Once-ler led her into the cottage.

Once-ler put the story down on the cabinet and grabbed the thneed off the bed for Kat.

"One thneed for the lovely lady," Once-ler said, holding up the strange pink clothing for Kat to see.

"Why thank you," Kat said, grabbing the thneed feeling its softness and recognizing the same scent as the Truffula Trees.

Kat changed the thneed into a cardigan sweater and put her arms in the sleeves, stopping when it was below her shoulders. Then she tied the bottom part together and modeled it.

"How do I look?" Kat asked, flipping her hair.

Once-ler stared at Kat like he's never seen her before.

"You look great," Once-ler said with a nervous smile. "Though that's an odd way to wear a sweater."

"This coming from a guy who rides around in a wagon pulled by a donkey," Kat said with a smirk.

"Hey, it's either that or pay for gas," Once-ler said shrugging.

"You got me there," Kat said. "Speaking of animals, what did the Lorax mean by telling me that I better not chop down any trees?"

"Well, it's a long story," Once-ler said, tilting his hat.

"I got time," Kat said, putting her arm on her hip.

"The thneed's made out of the tufts from the Truffula tree," Once-ler began as Kat laid back on the counter and rested her hands on it.

"Yeah, I figured that from the smell," Kat said. "Go on."

"Well, I had to chop down the tree to get to the tufts," Once-ler explained.

"What a minute, you chopped down a tree?" Kat said, looking at Once-ler's arms. "I guess you do have some muscle."

Once-ler did some muscle poses, looking absolutely ridiculous and causing Kat to laugh.

"Okay, I don't think chopping down the trees was the most practical way of getting to the tufts," Kat began. "But don't you think the Lorax is overreacting? I mean, it's just one lousy tree."

"Yeah, that's what I thought," Once-ler said, putting his arms down and looking at Kat sympathetically. "But, to these animals, the trees are their home. I mean, imagine if someone destroyed your apartment without letting you know?"

"I'd start a campfire with the rubble and dance around the flames," Kat said nonchalantly.

"Let's pretend that you lived in a more functioning apartment with no roaches whatsoever," Once-ler said with an exasperated sigh. "How would you feel then?"

"I guess I wouldn't be happy about it," Kat said in contemplation. "So, you found a more practical way of getting the tufts down, right?"

"Yeah!" Once-ler said excitedly as he pulled a device from under his bed. "I call it the tuft puller! Instead of chopping down the trees, I just harvest the tufts!"

"Well, it will keep The Lorax off your back," Kat said supportively. "And it will probably work out better for you in the long run. So, how many customers have you got so far?"

"Including you, two," Once-ler said sadly. "I didn't ask for money from you and I'm not too sure about the second one."

"Who's the second one?" Kat asked. "And why didn't you ask me for money?"

"The second one's your brother, Billy," Once-ler said. "And I really wanted to read one of your stories sometime. That's why I asked you to bring it."

"Well, thank you," Kat said giving Once-ler a smile that disappeared when she said the next thing. "And I'd hate to burst your bubble but I wouldn't hold my breath on Billy being your next customer."

"That's why I said that I'm not so sure," Once-ler said, narrowing his eyes. "If you don't like Billy, why do you take him in?"

Kat sighed exasperatedly.

"Because he's my brother, whether I like it or not. Tanya would never take him in and he'd be out on the street," Kat explained, her voice sounding melancholy with a hint of malice. "And I'd never hear the end of it from Dad if I turned him down."

"So, you have to be the good sister," Once-ler said, grinning at Kat.

"Sometimes being good absolutely sucks," Kat said with melancholy.

"Being good can't be that bad," Once-ler reassured her. "I mean, sure you have to deal with a mooching brother, a horrible boss and have to work a crappy job in order to keep an equally crappy apartment."

Kat crossed her arms under her breasts and narrowed her eyes at Once-ler

"Are you going somewhere with this?" she asked annoyed.

"You have a roof over your head, food to sustain you, you've got Ryan and Maria," Once-ler said in a comforting voice while he reached for Kat's hand. "And you got me."

Kat tilted her head to gaze into Once-ler's pale blue eyes and smiled.

"Yeah, I do have you."

Their moment was interrupted by a knock on the door that Once-ler answered to see The Lorax at the other end.

"What do you want, Mustache?" Once-ler asked angrily.

"Just seeing if you and your mate can be trusted."

"Mate?!" Once-ler responded shocked.

Kat nodded her head.

"Seems fitting."

Once-ler turned to her with surprise written all over his face.

"You mean you still want to be-?"

"-Friends with benefits? Of course!" Kat exclaimed. "Why wouldn't I want to be?"

Once-ler blushed.

"Well, Billy told me that you didn't enjoy it," Once-ler said hesitantly.

Kat took a deep breath, not wanting to lie to Once-ler.

"Okay, it was awkward," Kat admitted. "But it was our first time. Of course it wasn't going to be one fantastic event."

"So you're saying that we just need practice."

"Of course," Kat reassured Once-ler.

"Get a room, you guys," The Lorax told them annoyed.

"We're in a room," Kat said turning to the Lorax, equally annoyed.

"Fine, I'll give you two some privacy," The Lorax said.

Kat removed her hand from Once-ler's.

"Actually, I was just leaving," she said. "Though I was hoping I could get your number before I go."

"Oh sure!" Once-ler said, pulling out a piece of paper and pen from his cabinet drawers and writing his number on the paper. "Here you go."

He handed the paper to Kat, which she immediately pocketed.

"Oh, and next circle meeting's tomorrow at noon," Kat said as she headed for the door. "You can pick me up at my apartment and I'll tell you how to get to the place."

"Sure, I'll be there," Once-ler said happily as Kat closed the door.

Kat took one last look around Truffula Forest, envying Once-ler. If she lived in this beautiful place, she'd never want to leave. Of course, she would have to get the grocery shopping. She couldn't mail her stories anywhere in this place. She'd also have to get up incredibly early if she didn't want to be late to her job. Okay, so maybe living in Truffula Forest wouldn't be so grand. She'd just have to make it as a writer and open up a new home in the forest. She could see it now, typing away in her new home, playing with the animals and throwing the occasional circle party around a bonfire with no fear of the cops catching them. She'd only go to Greenville for grocery shopping and a few flings on the side. She'd still hang out with Once-ler and bunk at his cottage for a spell, or he could bunk at hers.

Kat was about to leave before the same small bar-ba-loot from earlier appeared before her.

"What do you want, little guy?" she asked picking him up and scratching him on his head.

The bar-ba-loot pointed to the cottage.

"Yes, I'm Once-ler's mate," Kat answered with a mischievous grin. "You would know all about that, wouldn't you?"

The bar-ba-loot smiled and nodded his head as Kat held him in her arms like she was holding a baby. The bar-ba-loot cuddled in her arms as Kat thought that maybe she could stay a little while longer. She was oblivious to Once-ler looking at her from a window as she held the bar-ba-loot in her arms.

**Notes for the Chapter:**

> A/N: Hope that last line didn't make Once-ler seem too much like a stalker. Yes, Kat is continuing her arrangement with Once-ler but she doesn't want to jump his bones every time she sees him. Sometimes, she just genuinely likes hanging out with him. I also want to clarify that Kat's wearing the thneed the same way Faye Valentine wears her overcoat in the anime Cowboy Bebop. Also, that scene with the bar-ba-loots was taken right out of the Lorax short, Serenade. If anyone's interested, there's a Walking Dead fanfic I'm working on as well as this one. It's called Confessions of a Whore and it's entirely OC with none of the characters from the comic books, TV shows or video game making an appearance, so I don't think you have to be a fan to understand it. Though, if you do plan on checking it out, Night of the Living Dead was never released in The Walking Dead universe, so they have no idea what's going on with the zombies. Just letting you know. Though, I will warn you that it's rated M to be safe and it's not for the squeamish.


	9. Chapter 8

**Notes for the Chapter:**

> If you remember it from the movie, I don't own it. I'd like to thank Mircosedy from fanfiction.net reviewing and beta-reading.

When Once-ler arrived in the hallway of Kat's apartment, he heard music outside her door and saw Billy looking through her mail.

"You'd think she'd get something more interesting," Billy said and looked up to see Once-ler standing in the hallway. "Hey, Once-man, here for the show?"

"What show?" Once-ler asked.

It wasn't until the music was playing words that Once-ler heard Kat singing at the top of her lungs.

"You can dance, you can jive! Oh, having the time of your life!"

Well, Kat wasn't exactly a world class diva but she could carry a tune. Billy was laughing his head off.

"What's so funny?" Once-ler asked, feeling a little defensive.

"Come on, Kat's acting crazy because she thinks no one's around," Billy said, through laughs. "Sadly, this is one of her saner episodes."

"'Saner' episodes?" Once-ler asked, his eyes narrowing.

"Yeah, sometimes she talks to herself and becomes the fourth Charlie's Angel or she's an officer on the U.S.S. Enterprise," Billy explained. "Makes me wonder if the reason she doesn't want to get married is because she knows no sane man will take her."

"Maybe she doesn't want to get married because she's watched you fail at it too many times," Once-ler retaliated, putting his hands on his hips.

Billy narrowed his eyes as he opened the door to find Kat jumping around and continuing to sing until Billy applauded.

"Average singing with horrible dancing," Billy said with a smile as he put the mail on the counter. "Have to say, Sis, you are one epic fail."

Kat's face flushed as she immediately turned the record player off.

"She is not horrible," Once-ler immediately defended. "She just needs lessons."

Kat's eyes narrowed as she turned to Billy and Once-ler's direction.

"If I'm an epic fail, what does that make you?" Kat said to Billy.

"What's that supposed to mean?" Billy asked.

"It means that your dancing summons the devil and your singing could kill small animals," Kat responded with a smug smile.

"Oh yeah? Well at least I don't talk to myself when I think no one's around," Billy said defiantly.

"She just has an imagination and she ends up thinking out loud," Once-ler angrily retorted at Billy, hoping his size would be enough to make Billy back down.

To Once-ler's shock, Kat gave him a look that clearly told him to stay out of this and then she turned to Billy.

"No, you just pleasure yourself to your Dungeons and Dragons character," Kat shot back with a satisfied smirk.

Once-ler couldn't stop himself from bursting into hysterical laughter.

"How the hell do you know that?!" Billy demanded, shocked.

"Billy, the doors are hollow. You really think I can't hear what you get up to in the bathroom?"

"Hey, she's my dream girl," Billy defended. "She walks around in a skimpy bikini, she has 51-1-51 measurements and she jiggles in all the right places,"

This only made Kat and Once-ler laugh harder.

"Billy, you're really not helping your case right now," Kat said through her laughs while grabbing a tape recorder and a bag of Oreos.

"51-1-51?!" Once-ler said hysterically. "How's this woman breathing?!"

Kat and Once-ler kept laughing until they went to the hallway and shut the door.

* * *

"You're not worried about leaving Billy alone in your apartment?" Once-ler asked.

"Keep him in front of a TV and he'll be happy for hours," Kat said sarcastically and Once-ler couldn't help but notice that she also sounded a little upset as they walked to the wagon.

"Kat, what's wrong?" Once-ler asked.

"Nothing, I'm fine," Kat said exasperatedly.

"You don't sound fine."

"Then something's wrong with your hearing," Kat remarked sarcastically.

When they got to the wagon, Kat put her tape recorder and bag of Oreos next to Once-ler's marshmallows. Once-ler offered his hand to Kat who brushed it off and boarded it herself. He took the spot right next to her and was about to get Melvin to move but decided against it.

"So, are we going?" Kat asked irritably.

"Not until you tell me what's wrong,"

"Nothing's wrong!"

Once-ler put the reins down.

"This wagon isn't moving until you tell me what's wrong!" he insisted.

"Fine, you want to know what's wrong?!" Kat said angrily. "How about the fact that you got involved in my fight with Billy?!"

"That's what you're upset about?!" Once-ler said in disbelief. "I was trying to defend you!"

"Oh, I get it!" Kat began angrily. "The big strong man comes to the helpless woman's defense! Did it look like I needed your help?!"

"I was just being a gentleman, but you clearly think acting like a jerk is far more respectful!" Once-ler exclaimed.

"No, I just find some so-called 'gentlemen behavior' to be condescending and chauvinistic!"

"Well, tell you what, next time you get attacked I won't lift a finger to help! I'll just stand to the corner and watch as they snatch you away!"

"So, if I can't defend myself, you're just going to let me get abducted or killed!"

Kat's comment took Once-ler completely by surprise.

"No, I didn't mean-," Once-ler said, at a complete loss for words. "What do you want from me?!"

"What I want is for you to respect me enough to realize when I need your help and when I don't!" Kat retaliated. "Are you going to get the wagon started?!"

Once-ler started the wagon and he and Kat stayed in a fuming silence during the trip. The only time Kat even spoke was to give directions. Once-ler was beginning to see Isabella's point about feminists.

Kat spent the rest of the ride fuming. How dare Once-ler think she needed him to fight her battles. What was this, the ye olden days where women were delicate damsels who couldn't do anything without the help of a man? Kat put up with Billy all her life, so she knew how to handle him. They stayed like this until they arrived at Maria's workspace, which was little more than a small red one-story house with a wooden door and large windows covered with blinds on both sides. A moving van was parked outside the building.

"So, this is where Maria lives?" Once-ler asked.

"No, where she works," Kat said. "Or where she will work."

"Hey, guys!" Maria's voice called from the moving van wearing little more than a white see-through tank top, black mini-skirt and black knee-high boots. "You think you could give me a hand here?"

Kat and Once-ler went to the moving van to help Maria move her furniture into the little building with a wooden floor, yellow walls, large windows and white curtains. They placed the white bed in the very left corner, the dark brown night stand a few feet away from it, the dark brown dresser in the right hand corner, the dark brown counter against the back wall in the very middle of the two corners and the little table in the middle of the room slightly to the left. Kat's arms were aching like all hell.

"Please tell me that's all there is," she begged Maria.

"Well, there is one more thing of drawers," Maria teased as Kat groaned.

"I'll get it," Once-ler volunteered as he quickly left, trying very hard not to look at Maria and blushing like mad.

Kat collapsed on the floor and rested her muscles.

"Tired already?" Maria asked leaning against the wall and folding her arms under her breasts.

"You're not?" Kat replied.

"Guess I'm not as weak as you," Maria teased.

"Either that or you're from Krypton," Kat replied sarcastically.

"I see you invited the bard," Maria said as she put her arms to the side and walked to the window.

"You and Ryan are always inviting people to these events," Kat pointed out. "I figured it was my turn."

"You mean other than the time you invited Billy," Maria remarked.

Kat rolled her eyes. "For the last time, I didn't invite Billy. He barged in unannounced," she explained.

"I'm just saying you've come a long way," Maria said, brushing the curtains out of the way and looking out the window. "It feels like just yesterday you were cowering behind trays and asking me for advice."

"Now I'm in a friends with benefits relationship with an old childhood sweetheart," Kat said proudly.

"So, you and the bard aren't serious?" Maria asked.

"Of course not," Kat answered. "If we were, I wouldn't be agreeing to see other people on the side in the first place."

"Then you can go clubbing with me and the gang on Monday," Maria said, pulling the curtains back in front of the window.

"I don't know if I'm dressed for that," Kat said nervously.

"Relax, it's completely casual," Maria reassured her.

"Sure, why not?"

That's when Kat and Maria heard a loud thud outside. Forgetting her momentary anguish, Kat got up and went with Maria to investigate.

"Once-ler, are you okay?!" Kat asked worried.

Once-ler laughed it off. "I'm fine, just got a case of slippery hands," Once-ler said, putting his hand on his forehead.

"Here, I'll take it," A buff man with chestnut brown hair said as he picked up the drawers. "You're lucky that didn't land on your foot."

"Yeah, lucky," Once-ler said disdainfully.

"Hey, Hot Stuff!" Maria greeted, giving the man a sultry look.

"Hey, Babe!" The man greeted back as he headed inside with the drawers.

"I take it that must be Tony," Kat guessed.

"Wait a minute, Tony and Maria?!" Once-ler said with disbelief as he got his guitar out of the wagon.

"Yeah, they met at a party where everyone else blurred out and they could only see each other," Kat joked as she went to the wagon. "It was so romantic."

"Let's hope the Sharks and the Jets don't find out," Once-ler said with fake worry. "The last thing we'd want is a tap dancing street fight."

Kat and Once-ler laughed as he got his guitar as she got her tape recorder, Oreos and marshmallows.

"Hey, Kat," Once-ler said nervously. "I'm sorry about earlier."

"That's okay, I overreacted," Kat said as they walked to the door with their stuff. "Just remember that you don't need to fight my battles for me."

"Strong independent woman, got it," Once-ler said grinning as they entered the building.

* * *

A few minutes later, the door opened to reveal Ryan holding a bag of twinkies.

"Sorry I'm late, guys," Ryan greeted. "What did I miss?"

"For starters, you missed putting the stuff up," Maria said accusingly.

"Then I got here just in time," Ryan said happily.

"Lazy as always," Kat joked.

Ryan laughed. "I can't help it, I was born that way," he defended.

"You also missed Maria's new boyfriend, Tony," Once-ler told him.

"Wait a minute, Tony and Maria?" Ryan said, looking at both the people he mentioned like he was trying to comprehend it. "You two better pray Bernardo never finds out."

Once-ler, Kat and Ryan laughed.

"Okay, if everyone's done making West Side Story jokes-," Maria began.

"Actually, I thought I'd dedicate a song to the lovely couple," Once-ler said as he put his guitar case on the wall, removed it and played. "Maria, Maria. The most beautiful sound I ever heard. Katrina-,"

Kat and Once-ler blushed as he put his guitar down.

"As I was saying, let's get the party started!" Maria exclaimed as she put a container of vegan chocolate chip cookies on the table. Ryan placed his Twinkies next to them and Kat added the Oreos and marshmallows to the pile. Then she placed her tape recorder on the dresser.

"I got the stuff," Tony said, as he removed a Ziploc bag of crushed green powder from the top left dresser drawer. "Is everyone ready?"

"Hold on," Kat said, pressing the record button and taking her place at the table. "Now I'm ready."

* * *

It wasn't long until the whole place was filled with smoke. Maria lit a stick to cover up the smell of the weed with the strong sweet smell of incense.

"I'm telling you, Greg and Marcia are secretly attracted to one another," Maria insisted.

Kat inhaled the smoke and let its calming effects take over, passing the stick to Once-ler when she was done.

"Greg and Marcia are siblings, that'd be sick," Ryan said disgusted.

"They're not siblings by blood," Tony pointed out.

"Doesn't matter, they're still siblings," Once-ler argued. "It would still be wrong."

"Since Mike and Carol married when Greg and Marcia already went through puberty, I don't think it'd be that disgusting," Kat suggested. "It would be like if my mom married a man who had a 20-year-old son."

"I love the Bradies," Once-ler said dreamily. "They're so happy and perfect."

"They did make Peter go to a party he never wanted to go to in the first place," Tony remarked.

"And, when Peter switched places with a kid that looked just like him, everyone was completely fooled," Ryan agreed.

"Don't forget that family is a market for con-artists," Kat suggested as everyone stared at her. "Come on, that perfect and trusting family. All someone would have to do is come to their doorstep claiming to be a long lost relative or steal their mail so they can't get the tax notice on time."

"Of course, why didn't I think of that?" Maria asked.

"Because I'm the writer," Kat said proudly and then her mood changed when she said the next thing. "Even if I haven't gotten anything published yet."

"You know what they should do?" Tony asked. "They should make a sitcom about screwed-up families instead of these perfect bubbly ones we keep getting all the time."

"They also need to start selling salads at fast food places," Ryan suggested. "Think about it, if you work all the time and want to stick to a diet, you can get a salad just like that."

"Even better, low-calorie TV dinners," Kat suggested. "For those of us who are inept at cooking and want to go on a diet."

"That's amazing," Maria exclaimed. "I am so happy that you record all of this, Kat."

Kat took an Oreo from the bag.

"Kirk, Spock and McCoy are just like an Oreo cookie," Kat contemplated. "Spock and McCoy are the rough cookie and Kirk's the soft creamy center." Kat broke the cookie apart, licked the white stuff off and giggled. "I just ate Kirk." Then she ate the two cookies and let the chocolate melt in her mouth. "Now I just ate Spock and McCoy. I'm a monster."

"Speaking of monsters, if the ones from Tokyo had a band it would be Godzilla on drums, Mothra would be lead singer," Once-ler contemplated this for a few minutes.

Kat couldn't help sneaking a glance at Once-ler, thinking about how cute he looked trying to be serious while wearing that fedora on his head.

"Yoink!" Kat shouted as she yanked the fedora off his head and put it right on top of hers.

"Hey, give that back!" Once-ler said, on the verge of laughter.

"You'd have to catch me first," Kat said, laughing along with him as she ran to the closet.

"Nowhere to go," Once-ler said between laughs.

"You're right, I've been bad," Kat said as she rubbed the palm of her hand on his cheek suggestively. "Guess I need to be punished."

Once-ler shut the closet door.

**Notes for the Chapter:**

> Again, I've never been high so I hope I did a good job writing stoners. Most of those comments came from the Brady Bunch movies of the 90s. I know this chapter is pretty much filler, but I thought it had decent character interaction, which I focus on far more than plot in my writing. Can't have a good story without good characters. I took a break from this fanfic to write Halloween Havoc for Once-ler/OC week on deviantart. Feel free to check it out and think of it as a preview for what's to come in this story. I also started a Deep Space Nine fanfic called Mind Games.

**Author's Note:**

> I was originally going to make this a reader-insert but I decided to make the character an OC instead. Oh, and the pipsqueak in this chapter is not the same one from the movie. I'd think he'd be an adult by now.


End file.
